_________________________________________________________________________________________________________
WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor,
U.S. BANK NATIONAL ASSOCIATION,
as Master Servicer and Certificate Administrator,
NATIONAL CITY MORTGAGE CO., FIFTH THIRD MORTGAGE COMPANY, SUNTRUST
MORTGAGE, INC. AND WELLS FARGO BANK,
N.A.
as Servicers,
and
HSBC BANK USA, NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated March 27, 2007
_______________________
Mortgage Pass-Through Certificates
Series 2007-A
_________________________________________________________________________________________________________
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS................................................................................4
Section 1.01
Defined
Terms.....................................................................4
Section 1.02
Interest
Calculations............................................................37
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................37
Section 2.01
Conveyance of Mortgage
Loans.....................................................37
Section 2.02
Acceptance by the Custodian of the Mortgage
Loans................................40
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Servicers................................................................43
Section 2.04
Assignment of Interest in the Mortgage Loan Purchase Agreement;
Depositor Representations and
Warranties.........................................49
Section 2.05
Intent of Parties and Protection of
Title........................................51
Section 2.06
Designation of Interests in the
REMIC............................................53
Section 2.07
Designation of Start-up
Day......................................................53
Section 2.08
REMIC Certificate Maturity
Date..................................................53
Section 2.09
Execution and Delivery of
Certificates...........................................53
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................54
Section 3.01
Servicers to Service Mortgage
Loans..............................................54
Section 3.02
Subservicing and Subcontracting; Enforcement of the Obligations
of
Servicers.....................................................................55
Section 3.03
Fidelity Bond; Errors and Omissions
Insurance....................................57
Section 3.04
Access to Certain
Documentation..................................................57
Section 3.05
Maintenance of Primary Insurance Policy;
Claims..................................57
Section 3.06
Rights of the Depositor and Others in Respect of the
Servicers...................58
Section 3.07
[Reserved].......................................................................59
Section 3.08
Collection of Mortgage Loan Payments; Servicer Custodial
Accounts; Collection Account; Certificate Account; and
Upper-Tier Certificate
Account...................................................59
Section 3.09
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.........................................................................63
Section 3.10
Access to Certain Documentation and Information Regarding the
Mortgage
Loans...................................................................64
-i-
TABLE OF CONTENTS
(continued)
Page
Section 3.11
Permitted Withdrawals from the Servicer Custodial Accounts,
Collection Account, Certificate Account and Upper-Tier
Certificate
Account..............................................................65
Section 3.12
Maintenance of Hazard
Insurance..................................................67
Section 3.13
Enforcement of Due-On-Sale Clauses; Assumption
Agreements........................68
Section 3.14
Realization Upon Defaulted Mortgage Loans; REO
Property..........................68
Section 3.15
Custodian to Cooperate; Release of Mortgage
Files................................71
Section 3.16
Documents, Records and Funds in Possession of the Master
Servicer and Servicers to be Held for the
Trustee................................72
Section 3.17
Servicing and Master Servicing
Compensation......................................72
Section 3.18
[Reserved].......................................................................73
Section 3.19
[Reserved].......................................................................73
Section 3.20
Advances.........................................................................73
Section 3.21
Modifications, Waivers, Amendments and
Consents..................................74
Section 3.22
[Reserved].......................................................................75
Section 3.23
[Reserved].......................................................................75
Section 3.24
Master
Servicer..................................................................75
Section 3.25
Monitoring of
Servicers..........................................................76
Section 3.26
Power to Act;
Procedures.........................................................77
ARTICLE IV
SERVICER'S MONTHLY
REPORTS................................................................78
Section 4.01
Servicer's Monthly
Reports.......................................................78
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION......................78
Section 5.01
Distributions....................................................................78
Section 5.02
Priorities of
Distributions......................................................79
Section 5.03
Allocation of
Losses.............................................................83
Section 5.04
Statements to
Certificateholders.................................................85
Section 5.05
Tax Returns and Reports to
Certificateholders....................................88
Section 5.06
Tax Matters
Person...............................................................89
Section 5.07
Rights of the Tax Matters Person in Respect of the Certificate
Administrator....................................................................89
-ii-
TABLE OF CONTENTS
(continued)
Page
Section 5.08
REMIC Related
Covenants..........................................................89
ARTICLE VI
THE
CERTIFICATES..........................................................................90
Section 6.01
The
Certificates.................................................................90
Section 6.02
Registration of Transfer and Exchange of
Certificates............................91
Section 6.03
Mutilated, Destroyed, Lost or Stolen
Certificates................................96
Section 6.04
Persons Deemed
Owners............................................................96
ARTICLE VII
THE DEPOSITOR, THE MASTER SERVICER AND THE
SERVICERS......................................97
Section 7.01
Respective Liabilities of the Depositor, the Master Servicer and
the
Servicers....................................................................97
Section 7.02
Merger or Consolidation of the Depositor, the Master Servicer or
a
Servicer.......................................................................97
Section 7.03
Limitation on Liability of the Depositor, the Master Servicer,
the Servicers and Others; Liability of Master Servicer and
Servicers........................................................................97
Section 7.04
Depositor, Master Servicer and Servicers Not to
Resign...........................99
Section 7.05
Successor Master
Servicer........................................................99
Section 7.06
Sale and Assignment of Master
Servicing.........................................100
ARTICLE VIII
DEFAULT..................................................................................101
Section 8.01
Events of
Default...............................................................101
Section 8.02
Remedies of
Trustee.............................................................104
Section 8.03
Directions by Certificateholders and Duties of Trustee During
Event of
Default................................................................104
Section 8.04
Action upon Certain Failures of the Master Servicer or a
Servicer and upon Event of
Default..............................................105
Section 8.05
Trustee and Master Servicer to Act; Appointment of
Successors...................105
Section 8.06
Notification to
Certificateholders..............................................107
ARTICLE IX
THE TRUSTEE AND CERTIFICATE
ADMINISTRATOR................................................107
Section 9.01
Duties of Trustee and the Certificate
Administrator.............................107
Section 9.02
Certain Matters Affecting the Trustee and Certificate
Administrator...................................................................109
-iii-
TABLE OF CONTENTS
(continued)
Page
Section 9.03
Neither Trustee nor Certificate Administrator Liable for
Certificates or Mortgage
Loans..................................................112
Section 9.04
Trustee and Certificate Administrator May Own
Certificates......................113
Section 9.05
Eligibility Requirements for Trustee, Certificate
Administrator.................113
Section 9.06
Resignation and Removal of Trustee and the Certificate
Administrator...................................................................113
Section 9.07
Successor Trustee or Certificate
Administrator..................................115
Section 9.08
Merger or Consolidation of Trustee or the Certificate
Administrator...................................................................115
Section 9.09
Appointment of Co-Trustee or Separate
Trustee...................................115
Section 9.10
Authenticating
Agents...........................................................116
Section 9.11
Trustee's Fees and Expenses and Certificate Administrator's Fees
and
Expenses....................................................................117
Section 9.12
[Reserved]......................................................................118
Section 9.13
[Reserved]......................................................................118
Section 9.14
Limitation of
Liability.........................................................118
Section 9.15
Trustee May Enforce Claims Without Possession of
Certificates...................118
Section 9.16
Suits for
Enforcement...........................................................118
Section 9.17
Waiver of Bond
Requirement......................................................119
Section 9.18
Waiver of Inventory, Accounting and Appraisal
Requirement.......................119
ARTICLE X
TERMINATION..............................................................................119
Section 10.01
Termination upon Purchase by the Master Servicer or Liquidation
of All Mortgage
Loans...........................................................119
Section 10.02
Additional Termination
Requirements.............................................121
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................................121
Section 11.01
Amendment.......................................................................121
Section 11.02
Recordation of
Agreement........................................................123
Section 11.03
Limitation on Rights of
Certificateholders......................................123
Section 11.04
Governing
Law...................................................................124
Section 11.05
Notices.........................................................................124
Section 11.06
Severability of
Provisions......................................................125
-iv-
TABLE OF CONTENTS
(continued)
Page
Section 11.07
Certificates Nonassessable and Fully
Paid.......................................125
Section 11.08
Access to List of
Certificateholders............................................125
ARTICLE XII
1934 ACT
REPORTING.......................................................................125
Section 12.01
Commission
Reporting............................................................125
Section 12.02
Form 10-D
Reporting.............................................................127
Section 12.03
Form 10-K
Reporting.............................................................129
Section 12.04
Form 8-K
Reporting..............................................................130
Section 12.05
Delisting; Amendment; Late Filing of
Reports....................................131
Section 12.06
Annual Statements of
Compliance.................................................132
Section 12.07
Annual Assessments of
Compliance................................................132
Section 12.08
Accountant's
Attestation........................................................134
Section 12.09
Sarbanes-Oxley
Certification....................................................135
Section 12.10
Indemnification.................................................................135
-v-
APPENDICES
Appendix 1
Calculation of Uncertificated Lower-Tier Regular Interest Y
Principal
Reduction Amounts
EXHIBITS
Exhibit A-1
Form of Class A Certificate
Exhibit A-2
Form of Class 1-A-R Certificate
Exhibit B
Form of Class B-1, Class B-2 and Class B-3 Certificate
Exhibit C
Form of Class B-4, Class B-5 and Class B-6 Certificate
Exhibit D-1
Mortgage Loan Schedule (Loan Group 1)
Exhibit D-2
Mortgage Loan Schedule (Loan Group 2)
Exhibit D-3
Mortgage Loan Schedule (Loan Group 3)
Exhibit D-4
Mortgage Loan Schedule (Loan Group 4)
Exhibit E
Form of Request for Release of Documents
Exhibit F
Form of Certification of Establishment of Account
Exhibit G-1
Form of Transferor's Certificate
Exhibit G-2A
Form 1 of Transferee's Certificate
Exhibit G-2B
Form 2 of Transferee's Certificate
Exhibit H
Form of Transferee Representation Letter
for ERISA Restricted Certificates
Exhibit I-1
Form of Affidavit Regarding Transfer of Residual Certificates
Exhibit I-2
Form of Transferor Certificate Regarding Transfer of Residual
Certificates
Exhibit J
[Reserved]
Exhibit K
[Reserved]
Exhibit L
[Reserved]
Exhibit M
Form of Lost Note Affidavit
Exhibit N
Form of Custodial Agreement
Exhibit O
Form of Initial Certification
Exhibit P
Form of Final Certification
Exhibit Q
Form of 10-K Certification
Exhibit R
Relevant Servicing Criteria
Exhibit S
Additional Form 10-D Disclosure
Exhibit T
Form of Distribution Date Statement
Exhibit U
Additional Disclosure Notification
Exhibit V
Additional Form 10-K Disclosure
Exhibit W
Form 8-K Disclosure Information
-vi-
POOLING AND SERVICING AGREEMENT
THIS
POOLING AND
SERVICING
AGREEMENT,
DATED MARCH 27, 2007,
IS HEREBY
EXECUTED BY AND AMONG
WACHOVIA MORTGAGE LOAN TRUST, LLC, AS DEPOSITOR,
U.S. BANK NATIONAL
ASSOCIATION ("U.S. BANK"), AS MASTER
SERVICER AND
CERTIFICATE
ADMINISTRATOR,
NATIONAL CITY MORTGAGE CO.
("NATIONAL
CITY"),
AS A SERVICER,
FIFTH THIRD MORTGAGE COMPANY ("FIFTH THIRD"), AS A SERVICER,
SUNTRUST MORTGAGE,
INC. ("SUNTRUST"),
AS A
SERVICER,
WELLS
FARGO
BANK,
N.A.
("WELLS
FARGO"),
AS
A
SERVICER,
AND
HSBC
BANK
USA,
NATIONAL
ASSOCIATION, AS TRUSTEE.
W I T N E S S E T H
T H A T:
In consideration of the mutual agreements herein contained,
the Depositor,
the Master Servicer,
the Servicers, the Certificate Administrator and the Trustee agree
as follows:
PRELIMINARY STATEMENT
In exchange for the
Certificates,
the Depositor will convey the Trust Estate to the Trustee and
create the Trust.
Lower-Tier REMIC
As
provided
herein,
the
Certificate
Administrator,
on behalf of the
Trustee,
will make an
election
to treat the entire
segregated
pool of assets
described
in the
definition
of Trust
Estate
(including
the Mortgage
Loans),
and subject to this
Agreement,
as a real estate
mortgage
investment
conduit
(a
"REMIC")
for
federal
income
tax
purposes
and such
segregated
pool of
assets
will be
designated
as the
"Lower-Tier
REMIC."
Component
I of the
Class
1-A-R
Certificates
will
represent
ownership
of the sole class of "residual
interests"
in the
Lower-Tier
REMIC for purposes of the REMIC
Provisions (as defined herein).
The following table
irrevocably sets forth the
designation,
Uncertificated
Pass-Through
Rate
and initial
Uncertificated
Principal Balance for each of the "regular interests" in the
Lower-Tier REMIC
(the
"Uncertificated
Lower-Tier Regular
Interests") and the designation,
Pass-Through Rate and initial
Class
Certificate
Balance of
Component I of the Class 1-A-R
Certificates.
None of the
Uncertificated
Lower-Tier
Regular
Interests
will
be
certificated.
Solely
for
purposes
of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii),
the
"latest
possible
maturity
date"
for
each
of
the
Uncertificated
Lower-Tier
Regular Interests and Component I of the Class 1-A-R Certificates
shall be the
REMIC Certificate Maturity Date.
1
________________________________________________________________________________________________________________
Uncertificated Pass-
Through Rate
Initial Uncertificated
Designation
(or Pass-Through Rate)
Principal Balance (or Initial Class
Certificate Balance)
________________________________________________________________________________________________________________
Y-1
Variable(1)
$21,975.47
________________________________________________________________________________________________________________
Y-2
Variable(1)
$70,012.17
________________________________________________________________________________________________________________
Y-3
Variable(1)
$40,698.36
________________________________________________________________________________________________________________
Y-4
Variable(1)
$13,677.67
________________________________________________________________________________________________________________
Z-1
Variable(1)
$43,934,763.22
________________________________________________________________________________________________________________
Z-2
Variable(1)
$139,972,816.71
________________________________________________________________________________________________________________
Z-3
Variable(1)
$81,356,021.30
________________________________________________________________________________________________________________
Z-4
Variable(1)
$27,341,653.83
________________________________________________________________________________________________________________
Component I of the Class
Variable(2)
$100.00
1-A-R
________________________________________________________________________________________________________________
(1) Calculated in accordance with the definition of "Uncertificated
Pass-Through Rate" herein.
(2) For each Distribution
Date,
interest will accrue on Component I of the Class 1-A-R Certificates
at a
per annum rate equal to the Net WAC for the Group 1 Mortgage Loans.
Upper-Tier REMIC
A
segregated
pool
of
assets
consisting
of the
Uncertificated
Lower-Tier
Regular
Interests will be designated as the
"Upper-Tier
REMIC" and the Certificate
Administrator,
on behalf of
the Trustee,
will make a separate REMIC election with respect thereto.
Each of the
Certificates
(other
than the Class 1-A-R
Certificates)
will be "regular
interests"
in the
Upper-Tier
REMIC
(referred to
collectively
as the
"Regular
Certificates")
and
Component
II of the Class
1-A-R
Certificates
will
represent
ownership of the sole class of "residual
interests"
in the
Upper-Tier
REMIC for purposes of
the
REMIC
Provisions.
Solely
for
purposes
of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii),
the
"latest
possible
maturity
date," for each of the
Regular
Certificates
and
Component
II of the
Class
1-A-R
Certificates
shall
be
the
REMIC
Certificate
Maturity
Date.
The
Certificates and the
Uncertificated
Lower-Tier
Regular
Interests will represent the entire
beneficial
ownership interest in the Trust.
The following table sets forth
characteristics
of the Certificates,
together with the
minimum
denominations
and
integral
multiples
in excess
thereof in which the Classes of
Certificates
shall be issuable
(except that one Certificate of each Class of Certificates
may be issued in any amount
in excess of the minimum denomination):
2
_____________________________________________________________________________________________________________
Integral Multiples
Initial Class
Pass-Through
Minimum
In Excess
Classes
Certificate Balance
Rate
Denomination
Of Minimum
_____________________________________________________________________________________________________________
Class 1-A-1
$40,439,000.00
(1)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class 1-A-2
$1,759,000.00
(1)
$ 10,000
$1
_____________________________________________________________________________________________________________
Component II of
$0.00
(1)
(6)
N/A
Class 1-A-R
_____________________________________________________________________________________________________________
Class 2-A-1
$128,839,000.00
(2)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class 2-A-2
$5,602,000.00
(2)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class 3-A-1
$74,883,000.00
(3)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class 3-A-2
$3,257,000.00
(3)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class 4-A-1
$25,166,000.00
(4)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class 4-A-2
$1,095,000.00
(4)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class B-1
$6,002,000.00
(5)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class B-2
$1,903,000.00
(5)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class B-3
$1,464,000.00
(5)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class B-4
$878,000.00
(5)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class B-5
$732,000.00
(5)
$ 10,000
$1
_____________________________________________________________________________________________________________
Class B-6
$732,618.73
(5)
$ 10,000
$1
_____________________________________________________________________________________________________________
_______________
(1)
For each
Distribution
Date,
interest
will
accrue on these
Certificates
at a per annum rate
equal to the Net WAC for the Group 1 Mortgage Loans.
(2)
For each
Distribution
Date,
interest
will
accrue on these
Certificates
at a per annum rate
equal to the Net WAC for the Group 2 Mortgage Loans.
(3)
For each
Distribution
Date,
interest
will
accrue on these
Certificates
at a per annum rate
equal to the Net WAC for the Group 3 Mortgage Loans.
(4)
For each
Distribution
Date,
interest
will
accrue on these
Certificates
at a per annum rate
equal to the Net WAC for the Group 4 Mortgage Loans.
(5)
For each
Distribution
Date,
interest
will
accrue on these
Certificates
at a per annum rate
equal to Net WAC for Mortgage
Loans in all Loan
Groups,
weighted on the basis of the
aggregate
Stated
Principal
Balances of the Mortgage
Loans in each Loan Group on the Due Date in the month
preceding
the
month of such
Distribution
Date minus the Class
Certificate
Balance of the related
Classes of Class A
Certificates.
(6)
Other
than the 0.01%
Percentage
Interest
in the Class
1-A-R
Certificates
to be held by the
Seller, the minimum
denomination of the Class 1-A-R
Certificates will be 20% of the Percentage
Interest
of the Class 1-A-R Certificates.
3
ARTICLE I
DEFINITIONS
Section 1.01
Defined Terms.
Whenever used in this
Agreement,
the following words
and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article:
1933 Act:
The
Securities
Act of 1933,
as
amended,
and the
rules
and
regulations
thereunder.
1934 Act:
The
Securities
Act of 1934,
as
amended,
and the
rules
and
regulations
thereunder.
Accepted
Master
Servicing
Practices:
With
respect
to
any
Mortgage
Loan,
those
customary
mortgage
servicing
practices of prudent mortgage
servicing
institutions that master service
mortgage
loans of the same type and quality as such Mortgage Loan in the
jurisdiction
where the related
Mortgaged
Property is located,
to the extent applicable to the Trustee or the Master Servicer
(except in
its capacity as successor to a Servicer).
Accountant's
Attestation:
The
attestation
required
from an
Accountant
pursuant to
Section 12.08.
Accrued
Certificate
Interest:
For any
Distribution
Date and
each
interest-bearing
Class,
one
month's
interest
accrued
during the
related
Interest
Accrual
Period at the
applicable
Pass-Through Rate on the applicable Class Certificate Balance.
Additional Disclosure Notification:
As defined in Section 12.02.
Additional Form 10-D Disclosure:
As defined in Section 12.02.
Additional Form 10-K Disclosure:
As defined in Section 12.03.
Additional
Servicer:
Each
Affiliate
of
each
Servicer
that
Services
any
of
the
Mortgage
Loans and each Person who is not an
Affiliate
of any
Servicer who Services 10% or more of the
Mortgage Loans (measured by aggregate
Stated
Principal
Balance of the Mortgage
Loans,
annually at the
commencement
of the calendar year prior to the year in which an Item 1123
Certificate is required to the
delivered).
For clarification purposes, the Master Servicer is an Additional
Servicer.
Adjusted
Pool
Amount:
With
respect
to any
Distribution
Date and Loan
Group,
the
Cut-Off
Date Pool
Principal
Balance of the
Mortgage
Loans in such Loan Group minus the sum of (i) all
amounts in respect of principal
received in respect of the Mortgage Loans in such Loan Group
(including,
without
limitation,
amounts received as Monthly
Payments,
Periodic
Advances,
Principal
Prepayments,
Liquidation
Proceeds and Substitution
Adjustment
Amounts) and distributed to Holders of Certificates on
such
Distribution
Date and all prior
Distribution
Dates,
(ii) the
principal
portion of all Realized
Losses
(other than Debt Service
Reductions)
incurred on the Mortgage
Loans in such Loan Group from the
Cut-Off
Date
through
the end of the month
preceding
such
Distribution
Date and
(iii)
any
amounts
capitalized as a result of modifications to such Mortgage Loans
pursuant to Section 3.21.
4
Advance:
A Periodic Advance or a Servicing Advance.
Affiliate:
With respect to any Person, any other Person
controlling,
controlled by or
under common
control with such Person.
For
purposes of this
definition,
"control"
means the power to
direct the
management
and policies of a Person,
directly or indirectly,
whether
through
ownership of
voting
securities,
by contract or otherwise
and
"controlling"
and
"controlled"
shall have
meanings
correlative to the foregoing.
Aggregate
Subordinate
Percentage:
As to any
Distribution
Date, the aggregate
Class
Certificate
Balance of the
Subordinate
Certificates
divided by the
aggregate
Pool
Stated
Principal
Balance for all Loan Groups.
Agreement:
This Pooling and Servicing
Agreement
together with all
amendments
hereof
and supplements hereto.
Amount Held for Future
Distribution:
As to any
Distribution
Date and Loan Group, the
total of the
amounts
held in the
related
Servicer
Custodial
Account at the close of
business on the
preceding
Determination
Date on account of (i) Principal
Prepayments and Liquidation
Proceeds received
or made on the
Mortgage
Loans
in such
Loan
Group
in the
month
of such
Distribution
Date and (ii)
payments which represent
receipt of Monthly
Payments on the Mortgage Loans in such Loan Group in respect
of a Due Date or Due Dates subsequent to the related Due Date.
Appraised Value:
With respect to any Mortgaged
Property,
either (i) the lesser of (a)
the
appraised
value
determined
in an
appraisal
obtained by the
originator
at
origination
of such
Mortgage Loan and (b) the sales price for such
property,
except that, in the case of Mortgage
Loans the
proceeds of which were used to refinance an existing
mortgage
loan,
the Appraised
Value of the related
Mortgaged
Property is the
appraised
value thereof
determined
in an appraisal
obtained at the time of
refinancing,
or (ii) the appraised
value
determined in an appraisal
made at the request of a Mortgagor
subsequent to origination
in order to eliminate the
Mortgagor's
obligation to keep a Primary
Insurance
Policy in force.
Assignment
of Mortgage:
An individual
assignment of the Mortgage,
notice of transfer
or equivalent
instrument in recordable form,
sufficient
under the laws of the jurisdiction
wherein the
related Mortgaged Property is located to give record notice of the
assignment of the Mortgage.
Authenticating Agents:
As defined in Section 9.10.
Book-Entry
Certificate:
All
Classes
of
Certificates
other
than
the
Physical
Certificates.
Business
Day:
Any day
other
than (i) a
Saturday
or a Sunday or (ii) a day on which
banking institutions in the State of North Carolina,
the State of Delaware,
the State of Minnesota,
the
State of New York,
the State of Iowa,
the State of
California,
the State of South
Carolina,
and each
5
state in which the servicing
office of a Servicer is located or the states in which the
Corporate
Trust
Offices of the
Certificate
Administrator
and the Trustee are located are required or
authorized by law
or executive order to be closed.
Certificate:
Any of
the
Wachovia
Mortgage
Loan
Trust,
LLC
Mortgage
Pass-Through
Certificates, Series 2007-A that are issued pursuant to this
Agreement.
Certificate
Account:
The
separate
Eligible
Account
created and
maintained
by the
Certificate
Administrator
pursuant to Section 3.08(i) in the name of the Trustee, for the
benefit of the
Certificateholders
and designated "HSBC Bank USA, National
Association,
in trust for registered holders
of Wachovia
Mortgage Loan Trust,
LLC Mortgage
Pass-Through
Certificates,
Series 2007-A." Funds in the
Certificate
Account
shall be held in trust
for the
Certificateholders
for the uses and
purposes
set
forth in this Agreement.
Certificate
Administrator:
U.S.
Bank
National
Association,
and
its
successors-in-interest
and,
if a
successor
certificate
administrator
is
appointed
hereunder,
such
successor, as certificate administrator.
Certificate
Administrator
Fee: With respect to each Loan Group and Distribution
Date,
a fee in an amount equal to one-twelfth of the product of the
Certificate
Administrator
Fee Rate and the
Pool Stated Principal Balance.
Certificate Administrator Fee Rate: 0.0120% per annum.
Certificate
Balance:
With respect to any
Certificate
at any date, the product of the
Percentage
Interest of such
Certificate and the Class
Certificate
Balance of the Class of Certificates
of which such Certificate is a part.
Certificate
Owner:
With
respect to a
Book-Entry
Certificate,
the Person who is the
beneficial
owner
of
a
Book-Entry
Certificate.
With
respect
to
any
Definitive
Certificate,
the
Certificateholder of such Certificate.
Certificate Register:
The register maintained pursuant to Section 6.02.
Certificate Registrar:
The registrar appointed pursuant to Section 6.02.
Certificateholder:
The
Person
in
whose
name
a
Certificate
is
registered
in the
Certificate
Register,
except
that,
solely
for the
purpose
of giving any
consent
pursuant
to this
Agreement,
any
Certificate
registered in the name of the
Depositor,
either
Servicer or any affiliate
thereof shall be deemed not to be
outstanding
and the
Percentage
Interest and Voting Rights
evidenced
thereby
shall not be taken
into
account in
determining
whether
the
requisite
amount of
Percentage
Interests or Voting
Rights,
as the case may be,
necessary to effect any such consent has been obtained,
provided that none of the Certificate Registrar,
the Certificate
Administrator,
or the Trustee shall be
responsible
for knowing that any
Certificate
is
registered
in the name of such an affiliate
unless a
Responsible Officer of any such party has actual knowledge.
Certification Parties:
As defined in Section 12.09.
6
Certifying Person:
As defined in Section 12.09.
Class:
The Class 1-A-1,
Class
1-A-2,
Class 1-A-R,
Class 2-A-1,
Class 2-A-2,
Class
3-A-1,
Class 3-A-2,
Class 4-A-1,
Class 4-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and
Class B-6 Certificates, as the case may be.
Class A Certificates:
The Class 1-A-1,
Class 1-A-2,
Class 1-A-R,
Class 2-A-1,
Class
2-A-2, Class 3-A-1, Class 3-A-2, Class 4-A-1 and Class 4-A-2
Certificates.
Class B
Certificates:
The Class B-1,
Class B-2,
Class B-3,
Class B-4, Class B-5 and
Class B-6 Certificates.
Class 1-A-2 Loss
Allocation
Amount:
With respect to any
Distribution
Date after the
Senior Credit Support Depletion Date, the amount,
if any, by which the Class
Certificate
Balance of the
Class 1-A-2
Certificates
would be reduced as a result of the allocation of any Realized Loss
pursuant to
Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class 2-A-2 Loss
Allocation
Amount:
With respect to any
Distribution
Date after the
Senior Credit Support Depletion Date, the amount,
if any, by which the Class
Certificate
Balance of the
Class 2-A-2
Certificates
would be reduced as a result of the allocation of any Realized Loss
pursuant to
Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class 3-A-2 Loss
Allocation
Amount:
With respect to any
Distribution
Date after the
Senior Credit Support Depletion Date, the amount,
if any, by which the Class
Certificate
Balance of the
Class 3-A-2
Certificates
would be reduced as a result of the allocation of any Realized Loss
pursuant to
Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class 4-A-2 Loss
Allocation
Amount:
With respect to any
Distribution
Date after the
Senior Credit Support Depletion Date, the amount,
if any, by which the Class
Certificate
Balance of the
Class 4-A-2
Certificates
would be reduced as a result of the allocation of any Realized Loss
pursuant to
Section 5.03(b) to such Class, without regard to the operation of
Section 5.03(e).
Class
Certificate
Balance:
With
respect to any Class and any date of
determination,
the Initial Class
Certificate
Balance of such Class minus the sum of (i) all
distributions of principal
made with respect
thereto,
(ii) all Realized Losses allocated
thereto pursuant to Section 5.03(a),
and
(iii) all other reductions in Class Certificate
Balance previously
allocated thereto pursuant to Section
5.03(b),
plus the amount of any
Subsequent
Recoveries
added to the Class
Certificate
Balance of such
Class pursuant to Section 5.03(f).
Class Interest
Shortfall:
For any Distribution Date and each
interest-bearing
Class,
the amount by which Accrued
Certificate
Interest for such Class (as reduced pursuant to Section 5.02(c))
exceeds the amount of interest
actually
distributed on such Class on such
Distribution Date pursuant to
clause (i) of the definition of "Interest Distribution Amount."
7
Class
Unpaid
Interest
Shortfall:
As
to
any
Distribution
Date
and
each
interest-bearing
Class,
the amount by which the aggregate
Class
Interest
Shortfalls for such Class on
prior Distribution
Dates exceeds the amount of interest actually
distributed on such Class on such prior
Distribution Dates pursuant to clause (ii) of the definition of
"Interest Distribution Amount."
Closing Date:
March 27, 2007.
Code:
The Internal Revenue Code of 1986, as amended.
Collection
Account:
The
separate
Eligible
Account
created
and
maintained
by the
Master
Servicer
pursuant
to
Section
3.08(f)
in the
name
of the
Trustee,
for the
benefit
of the
Certificateholders
and designated "HSBC Bank USA, National
Association,
in trust for registered holders
of Wachovia
Mortgage Loan Trust,
LLC Mortgage
Pass-Through
Certificates,
Series 2007-A." Funds in the
Collection Account shall be held in trust for the
Certificateholders
for the uses and purposes set forth
in this Agreement.
Commission:
The United States Securities and Exchange Commission.
Compensating Interest:
As defined in Section 3.17.
Continued Errors:
As defined in Section 3.25(f).
Co-op Shares:
Shares issued by private non-profit housing corporations.
Corporate
Trust Office:
With respect to the
Certificate
Administrator,
for purposes
of transfers and exchanges and for presentment
and surrender of the
Certificates
for final payment,
60
Livingston
Ave., St. Paul, MN 55107-2292,
Attention:
Bond Drop Window,
and for all other purposes,
60
Livingston
Ave.,
EP-MN-WS3D,
St. Paul, MN 55107-2292,
Attention:
WMLT Series 2007-A.
With respect to
the
Trustee,
the
principal
office
of the
Trustee
at which at any
particular
time its
certificate
transfer
services are conducted,
which office at the date of the execution of this instrument is
located
at 452 Fifth Avenue, New York, NY
10018, Attention: Corporate Trust, WMLT 2007-A.
Custodial
Agreement:
The Custodial
Agreement,
dated as of March 27, 2007,
among the
Depositor,
the Custodian,
the Master Servicer,
the Servicers and the Trustee,
which is attached hereto
as
Exhibit
N, as the same may be
amended or
modified
from time to time in
accordance
with the terms
thereof.
Custodian:
U.S.
Bank
National
Association,
or its
successor in interest
under the
Custodial Agreement.
Customary
Servicing
Procedures:
With
respect to a
Servicer,
procedures
(including
collection
procedures)
that
such
Servicer
customarily
employs
and
exercises
in
servicing
and
administering
mortgage
loans for its own
account and which are in
accordance
with
accepted
mortgage
servicing
practices of prudent
lending
institutions
servicing
mortgage
loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged
Properties are located.
8
Cut-Off Date:
March 1, 2007.
Cut-Off Date Pool
Principal
Balance:
For each Loan Group the aggregate of the Cut-Off
Date Principal
Balances of the Mortgage Loans in such Loan Group which is
$43,956,838.69
for Loan Group
1, $140,042,828.88 for Loan Group 2, $81,396,719.66 for Loan Group
3 and $27,355,331.50 for Loan Group 4.
Cut-Off Date Principal
Balance:
As to any Mortgage Loan, the unpaid principal
balance
thereof as of the close of business on the Cut-Off Date,
reduced by all
installments of principal due on
or prior thereto whether or not paid.
Debt
Service
Reduction:
As to any
Mortgage
Loan
and any
Determination
Date,
the
excess of (i) the Monthly
Payment due on the related Due Date under the terms of such
Mortgage Loan over
(ii) the amount of the monthly payment of principal
and/or
interest
required to be paid with respect to
such Due Date by the Mortgagor as established by a court of
competent
jurisdiction
(pursuant to an order
which has become
final and
nonappealable)
as a result of a case
initiated
by or against
the
related
Mortgagor under the United States
Bankruptcy
Code, as amended (Title 11, U.S.C.);
provided that no such
excess shall be considered a Debt Service
Reduction so long as (a) the Servicer
servicing
such Mortgage
Loan is
pursuing
an appeal of the court
order
giving
rise to any such
modification
and (b)(1)
such
Mortgage Loan is not in default with respect to payment due
thereunder
in
accordance
with the terms of
such Mortgage Loan as in effect
immediately
prior to such
bankruptcy
case or (2) Monthly
Payments are
being
advanced
by such
Servicer
in
accordance
with the
terms
of such
Mortgage
Loan as in
effect
immediately prior to such bankruptcy case.
Debt Service
Reduction
Mortgage
Loan:
Any Mortgage Loan that became the subject of a
Debt Service Reduction.
Defaulted
Mortgage
Loan:
Any
Mortgage
Loan as to
which
(i) any
payment,
or part
thereof,
remains
unpaid
for 90 days or more
after the
original
due date for such
payment,
(ii) the
related
Mortgagor is subject to any
bankruptcy or
insolvency
proceeding,
(iii) the related
Mortgaged
Property has been
foreclosed,
sold
pursuant to a power of sale or
trustee's
sale or
repossessed,
or
proceedings
for
foreclosure,
sale or
repossession
have been commenced or (iv) the Servicer
servicing
such
Mortgage
Loan has
determined,
consistent
with its
Customary
Servicing
Procedures,
that
such
Mortgage Loan is not collectible and should be written off in whole
or in part.
Defective
Mortgage Loan:
Any Mortgage Loan which is required to be cured,
repurchased
or substituted for pursuant to Sections 2.02 or 2.04.
Deficient
Valuation:
As to any Mortgage Loan and any
Determination
Date,
the excess
of (i) the then
outstanding
indebtedness
under such
Mortgage
Loan over (ii) the value of the
related
Mortgaged
Property
established
by a court of
competent
jurisdiction
(pursuant
to an order which has
become
final and
nonappealable)
as a result of a case
initiated
by or against the
related
Mortgagor
under the United States
Bankruptcy Code, as amended (Title 11, U.S.C.),
pursuant to which such Mortgagor
retained such Mortgaged
Property;
provided that no such excess shall be considered a Deficient
Valuation
9
so long as (a) the Servicer
servicing
such Mortgage Loan is pursuing an appeal of the court order giving
rise to any such
modification
and (b)(1) such
Mortgage
Loan is not in default with respect to payments
due thereunder in accordance with the terms of such Mortgage Loan
as in effect
immediately
prior to such
bankruptcy
case or (2) Monthly
Payments are being advanced by such Servicer in accordance with the
terms
of such Mortgage Loan as in effect immediately prior to such
bankruptcy case.
Deficient
Valuation
Mortgage
Loan:
Any
Mortgage
Loan that
became the subject of a
Deficient Valuation.
Definitive Certificates:
As defined in Section 6.02(c)(iii).
Depositor:
Wachovia
Mortgage Loan Trust,
LLC, a Delaware limited
liability
company,
or its successor in interest, as depositor under this Agreement.
Depository:
The Depository
Trust
Company,
the nominee of which is Cede & Co., as the
registered
Holder of the Book-Entry
Certificates or any successor
thereto
appointed in accordance with
this
Agreement.
The
Depository
shall at all times be a
"clearing
corporation"
as defined in Section
8-102 of the New York Uniform Commercial Code.
Depository
Participant:
A
broker,
dealer,
bank or other
financial
institution
or
other
Person
for whom from
time to time a
Depository
effects
book-entry
transfers
and
pledges
of
securities deposited with the Depository.
Determination
Date:
As to any
Distribution
Date,
the 16th
day of the
month of the
related
Distribution
Date or, if such 16th day is not a
Business
Day,
the
Business
Day
immediately
preceding such 16th day.
Distribution
Date:
The 20th day of each month
beginning
in April
2007 (or,
if such
day is not a Business Day, the next Business Day).
Distribution Date Statement:
As defined in Section 5.04(b).
Due Date:
As to any
Distribution
Date and each
Mortgage
Loan,
the first day in the
calendar month of such Distribution Date.
Eligible
Account:
Any of (i) an account or
accounts
in a federal or state
chartered
depository
institution
the
short-term
unsecured
debt
obligations
of
which
(or,
in the
case of a
depository
institution
that is the principal
subsidiary of a holding
company,
the debt obligations of
such holding
company) have the highest
short-term
ratings of each Rating Agency at the time any amounts
are held on deposit
therein,
(ii) an account
or
accounts
in a
depository
institution
in which such
accounts are insured by the FDIC (to the limits
established
by the FDIC) and the
uninsured
deposits in
which
accounts are otherwise
secured such that,
as evidenced by an Opinion of Counsel
delivered to the
Certificate
Administrator and the Trustee and to each Rating Agency, the
Certificateholders
have a claim
with respect to the funds in such account or a perfected
first
priority
security
interest
against any
collateral
(which
shall be limited to
Permitted
Investments)
securing
such funds that is superior to
claims of any other
depositors
or
creditors
of the
depository
institution
in which such
account is
maintained,
(iii) a trust account or accounts
maintained with the trust department of a federal or state
10
chartered
depository
institution,
acting in its fiduciary capacity or (iv) any other account
acceptable
to each Rating
Agency.
Eligible
Accounts
may bear
interest and may
include,
if otherwise
qualified
under this
definition,
accounts
maintained with the institutions
acting as Certificate
Administrator,
Master Servicer or Trustee.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
ERISA Restricted Certificates:
Any Class B-4, Class B-5 or Class B-6 Certificate.
Error:
As defined in Section 3.25(f).
Escrow Account:
As defined in Section 3.09.
Escrow
Payments:
The
amounts
constituting
taxes,
assessments,
Primary
Insurance
Policy premiums,
fire and hazard insurance
premiums and other payments as may be required to be escrowed
by the Mortgagor with the mortgagee pursuant to the terms of any
Mortgage Note or Mortgage.
Event of Default:
As defined in Section 8.01.
Excess Proceeds:
With respect to any Liquidated
Mortgage Loan, the amount,
if any, by
which the sum of any
Liquidation
Proceeds of such Mortgage Loan received in the calendar
month in which
such Mortgage Loan became a Liquidated
Mortgage
Loan,
net of any amounts
previously
reimbursed to the
related
Servicer as
Nonrecoverable
Advances
with
respect to such
Mortgage
Loan
pursuant to Section
3.11(a)(iii),
exceeds (i) the unpaid
principal
balance of such
Liquidated
Mortgage Loan as of the Due
Date in the month in which
such
Mortgage
Loan
became a
Liquidated
Mortgage
Loan
plus (ii)
accrued
interest at the
Mortgage
Interest
Rate from the Due Date as to which
interest
was last paid up to the
Due Date applicable to the Distribution
Date
immediately
following the calendar month during which such
liquidation occurred.
FDIC:
The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC:
The Federal Home Loan Mortgage Corporation, or any successor
thereto.
Fifth Third:
As defined in the recitals hereto.
Fifth
Third
Mortgage
Loans:
The
Mortgage
Loans
serviced
by
Fifth
Third
or any
successor thereto as a Servicer hereunder.
Final
Distribution
Date:
The
Distribution
Date on which the final
distribution
in
respect of the Certificates will be made pursuant to Section 10.01.
Financial Market Service:
Bloomberg
Financial
Service,
Intex
Solutions,
Inc., Loan
Performance,
Inc. or any other
financial
information
provider
designated
by the Depositor by written
notice to the Certificate Administrator.
11
FIRREA:
The Financial
Institutions
Reform,
Recovery and
Enforcement Act of 1989, as
amended.
Fitch:
Fitch Ratings, and its successors in interest.
FNMA:
Fannie Mae, or any successor thereto.
Form 8-K Disclosure Information:
As defined in Section 12.04.
Fractional Interest:
As defined in Section 5.02(d).
Gross Margin:
As to each Mortgage Loan,
the fixed
percentage set forth in the related
Mortgage
Note and
indicated in the Mortgage Loan
Schedule as the "Gross
Margin,"
which
percentage is
added to the Index on each Rate
Adjustment Date to determine
(subject to rounding,
the Initial Cap, the
Periodic Cap and the Lifetime
Cap) the Mortgage
Interest
Rate on such Mortgage Loan until the next Rate
Adjustment Date.
Group:
Any of Group 1, Group 2, Group 3 or Group 4.
Group 1:
The Group 1-A Certificates.
Group 1 Mortgage Loan:
Each Mortgage Loan listed on Exhibit D-1 hereto.
Group 2:
The Group 2-A Certificates.
Group 2 Mortgage Loan:
Each Mortgage Loan listed on Exhibit D-2 hereto.
Group 3:
The Group 3-A Certificates.
Group 3 Mortgage Loan:
Each Mortgage Loan listed on Exhibit D-3 hereto.
Group 4:
The Group 4-A Certificates.
Group 4 Mortgage Loan:
Each Mortgage Loan listed on Exhibit D-4 hereto.
Group 1-A Certificates:
The Class 1-A-1, Class 1-A-2 and Class 1-A-R Certificates.
Group 2-A Certificates:
The Class 2-A-1 and Class 2-A-2 Certificates.
Group 3-A Certificates:
The Class 3-A-1 Certificates and Class 3-A-2 Certificates.
Group 4-A Certificates:
The Class 4-A-1 Certificates and Class 4-A-2 Certificates.
Group
Subordinate
Amount:
With respect to any
Distribution
Date and any Loan Group,
the excess of the Pool Stated Principal
Balance for such Loan Group over the aggregate Class
Certificate
Balance of the Senior Certificates of the Related Group immediately
prior to such date.
12
Holder:
A Certificateholder.
Independent:
When used with
respect to any
specified
Person
means such a Person who
(i) is in fact independent of the Depositor, the Certificate
Administrator,
the Master Servicer and each
Servicer,
(ii) does not have any direct financial
interest or any material indirect
financial
interest
in the Depositor, the Certificate
Administrator,
the Master Servicer, any Servicer or in an affiliate of
any of them,
and (iii) is not connected
with the
Depositor,
the Master
Servicer or any Servicer as an
officer,
employee,
promoter,
underwriter,
trustee,
partner,
director
or person
performing
similar
functions.
Index:
As to any Group 1
Mortgage
Loan or Group 3 Mortgage
Loan and Rate
Adjustment
Date,
either
(a) a rate per annum
that is defined
to be the
arithmetic
mean of the London
interbank
offered rate
quotations for one year U.S.
Dollar-denominated
deposits,
as published in The Wall Street
Journal and most recently
available
either (i) as of the first
Business Day in the month
preceding the
month
of the
applicable
Rate
Adjustment
Date or (ii)
forty-five
days
before
the
applicable
Rate
Adjustment Date or, in the event that such index is no longer
available,
a substitute
index selected by
National City, Fifth Third,
SunTrust or Wells Fargo, as the applicable
Servicer,
in accordance with the
terms of the
related
Mortgage
Note,
or (b) a rate per annum that is
defined to be the weekly
average
yield on U.S.
Treasury
securities
adjusted
to a constant
maturity
of one year,
as
reported
by the
Federal Reserve Board in statistical
Release No. H.15(519),
as most recently
available either (i) as of
the date
forty-five
days,
thirty-five
days or thirty days prior to the Rate Adjustment Date or (ii) on
the Rate
Adjustment
Date as published in the place
specified in the related
Mortgage
Note and as made
available
as of the date
specified in the related
Mortgage
Note or, in the event that such index is no
longer available,
a substitute index selected by National City, Fifth Third,
SunTrust or Wells Fargo, as
the
applicable
Servicer,
in accordance
with the terms of the related
Mortgage Note. As to any Group 2
Mortgage
Loan or Group 4 Mortgage Loan and Rate
Adjustment
Date, a rate per annum that is defined to be
the arithmetic mean of the London interbank
offered rate quotations for one year U.S.
Dollar-denominated
deposits,
as published in The Wall Street Journal and most recently
available either (i) as of the first
Business Day in the month
preceding the month of the applicable
Rate
Adjustment Date or (ii) forty-five
days before the applicable Rate
Adjustment Date or, in the event that such index is no longer
available,
a substitute
index selected by National City,
Fifth Third or SunTrust,
as the applicable
Servicer,
in
accordance with the terms of the related Mortgage Note.
Initial Cap: For each
Mortgage
Loan,
the
applicable
limit on the
adjustment of the
Mortgage
Interest Rate for the initial Rate
Adjustment
Date specified in the
applicable
Mortgage Note
and designated as such in the Mortgage Loan Schedule.
Initial
Class
Certificate
Balance:
As to
each
Class
of
Certificates,
the
Class
Certificate Balance set forth in the Preliminary Statement.
13
Insurance
Policy:
With respect to any Mortgage Loan included in the Trust Estate,
any
related
insurance
policy,
including
all riders and
endorsements
thereto
in
effect,
including
any
replacement policy or policies for any Insurance Policies.
Insurance
Proceeds:
Proceeds paid by an insurer pursuant to any Insurance
Policy,
in
each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured
Expenses:
Expenses
covered
by an
Insurance
Policy or any
other
insurance
policy with respect to the Mortgage Loans.
Interest
Accrual Period:
As to any
Distribution
Date and each Class of Certificates,
the immediately preceding calendar month.
Interest
Distribution
Amount:
For any
Distribution
Date and
each
interest-bearing
Class, the sum of (i) the Accrued Certificate
Interest,
subject to reduction pursuant to Section 5.02(c)
and (ii) any Class Unpaid Interest Shortfall for such Class.
Lifetime Cap: As to any Mortgage Loan, the maximum
Mortgage
Interest Rate set forth in
the related Mortgage Note and indicated in the Mortgage Loan
Schedule.
Liquidated
Mortgage Loan: With respect to any Distribution
Date, a Defaulted
Mortgage
Loan
(including any REO Property)
that was liquidated in the calendar month
preceding the month of such
Distribution
Date and as to
which
the
related
Servicer
or the
Master
Servicer
has
certified
(in
accordance
with this
Agreement)
that it has received
all proceeds it expects to receive in
connection
with the liquidation of such Mortgage Loan including the final
disposition of an REO Property.
Liquidation
Proceeds:
Amounts,
including Insurance
Proceeds,
received in connection
with the partial or complete
liquidation of Defaulted
Mortgage Loans,
whether
through
trustee's sale,
foreclosure
sale or otherwise or amounts
received in connection with any condemnation or partial release
of a Mortgaged
Property and any other proceeds received in connection with an REO
Property,
less the sum
of related unreimbursed Servicing Fees, Certificate Administrator
Fees and Advances.
Loan Group:
Any of Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4.
Loan Group 1:
The Group 1 Mortgage Loans.
Loan Group 2:
The Group 2 Mortgage Loans.
Loan Group 3:
The Group 3 Mortgage Loans.
Loan Group 4:
The Group 4 Mortgage Loans.
Loan-to-Value
Ratio:
With respect to any Mortgage Loan and any date of
determination,
the fraction,
expressed as a percentage,
the numerator of which is the outstanding
principal balance of
14
the related
Mortgage
Loan at the date of
determination
and the
denominator
of which is the Appraised
Value of the related Mortgaged Property.
Lost
Note
Affidavit:
With
respect
to any
Mortgage
Loan as to which
the
original
Mortgage Note has been
permanently
lost or destroyed and has not been
replaced,
an affidavit
from the
Seller certifying that the original Mortgage Note has been lost,
misplaced or destroyed
(together with a
copy of the related
Mortgage
Note,
if
available,
and
indemnifying
the
Depositor
and its assignees
against any loss, cost or liability
resulting from the failure to deliver the original
Mortgage Note) in
the form of Exhibit M hereto.
Lower-Tier
Distribution
Amount:
For any
Distribution
Date,
the
Pool
Distribution
Amount for each Loan Group
shall be deemed
distributed
to the
Upper-Tier
REMIC,
as the holder of the
Uncertificated
Lower-Tier
Regular
Interests,
and to Holders of the Class 1-A-R Certificates in respect
of Component I thereof, in the following amounts and priority:
(a)
To the extent of the Pool Distribution Amount for Loan Group 1:
(i)
first, to
Uncertificated
Lower-Tier
Regular
Interests Y-1 and Z-1,
concurrently,
the
Uncertificated
Accrued Interest for such regular interests
remaining unpaid
from previous
Distribution
Dates, pro rata according to their respective
shares of such unpaid
amounts;
(ii)
second,
to Uncertificated
Lower-Tier
Regular Interests Y-1 and Z-1,
concurrently,
the
Uncertificated
Accrued
Interest for such regular
interests for the current
Distribution Date, pro rata according to their respective
Uncertificated Accrued Interest; and
(iii)
third, to
Uncertificated
Lower-Tier
Regular
Interests Y-1 and Z-1,
the
Uncertificated
Lower-Tier
Regular
Interest
Y-1
Principal
Distribution
Amount
and the
Uncertificated Lower-Tier Regular Interest Z-1 Principal
Distribution Amount, respectively;
(b)
To the extent of the Pool Distribution Amount for Loan Group 2:
(i)
first, to
Uncertificated
Lower-Tier
Regular
Interests Y-2 and Z-2,
concurrently,
the
Uncertificated
Accrued Interest for such regular interests
remaining unpaid
from previous
Distribution
Dates, pro rata according to their respective
shares of such unpaid
amounts;
(ii)
second,
to Uncertificated
Lower-Tier
Regular Interests Y-2 and Z-2,
concurrently,
the
Uncertificated
Accrued
Interest for such regular
interests for the current
Distribution Date, pro rata according to their respective
Uncertificated Accrued Interest; and
(iii)
third, to
Uncertificated
Lower-Tier
Regular
Interests Y-2 and Z-2,
the
Uncertificated
Lower-Tier
Regular
Interest
Y-2
Principal
Distribution
Amount
and the
Uncertificated Lower-Tier Regular Interest Z-2 Principal
Distribution Amount, respectively;
15
(c)
To the extent of the Pool Distribution Amount for Loan Group 3:
(i)
first, to
Uncertificated
Lower-Tier
Regular
Interests Y-3 and Z-3,
concurrently,
the
Uncertificated
Accrued Interest for such regular interests
remaining unpaid
from previous
Distribution
Dates, pro rata according to their respective
shares of such unpaid
amounts;
(ii)
second,
to Uncertificated
Lower-Tier
Regular Interests Y-3 and Z-3,
concurrently,
the
Uncertificated
Accrued
Interest for such regular
interests for the current
Distribution Date, pro rata according to their respective
Uncertificated Accrued Interest; and
(iii)
third, to
Uncertificated
Lower-Tier
Regular
Interests Y-3 and Z-3,
the
Uncertificated
Lower-Tier
Regular
Interest
Y-3
Principal
Distribution
Amount
and the
Uncertificated Lower-Tier Regular Interest Z-3 Principal
Distribution Amount, respectively;
(d)
To the extent of the Pool Distribution Amount for Loan Group 4:
(i)
first, to
Uncertificated
Lower-Tier
Regular
Interests Y-4 and Z-4,
concurrently,
the
Uncertificated
Accrued Interest for such regular interests
remaining unpaid
from previous
Distribution
Dates, pro rata according to their respective
shares of such unpaid
amounts;
(ii)
second,
to Uncertificated
Lower-Tier
Regular Interests Y-4 and Z-4,
concurrently,
the
Uncertificated
Accrued
Interest for such regular
interests for the current
Distribution Date, pro rata according to their respective
Uncertificated Accrued Interest; and
(iii)
third, to
Uncertificated
Lower-Tier
Regular
Interests Y-4 and Z-4,
the
Uncertificated
Lower-Tier
Regular
Interest
Y-4
Principal
Distribution
Amount
and the
Uncertificated Lower-Tier Regular Interest Z-4 Principal
Distribution Amount, respectively; and
(e)
To the
extent of the Pool
Distribution
Amount
for each Loan
Group for such
Distribution
Date remaining
after payment of the amounts
pursuant to paragraphs (a) through (d) of this
definition of "Lower-Tier Distribution Amount":
(i)
first, to each of the
Uncertificated
Lower-Tier
Regular
Interests,
pro rata
according
to the
amount
of
unreimbursed
Realized
Losses
allocable
to
principal
previously
allocated
to each
such
regular
interests;
provided,
however,
that any
amounts
distributed
pursuant to this paragraph
(e)(i) of this
definition of
"Lower-Tier
Distribution
Amount"
shall not cause a
reduction
in the
Uncertificated
Principal
Balances
of any of the
Uncertificated Lower-Tier Regular Interests; and
16
(ii)
second,
to the Class
1-A-R
Certificates
in respect of
Component I
thereof, any remaining amount.
Lower-Tier
Realized
Losses:
Realized
Losses on each Loan Group shall be allocated to
the Uncertificated
Lower-Tier
Regular Interests as follows:
(1) the interest portion of Realized Losses
on Group 1 Mortgage Loans, if any, shall be allocated among
Uncertificated
Lower-Tier
Regular Interests
Y-1 and Z-1 pro rata
according
to the amount of
interest
accrued
but
unpaid
thereon,
in
reduction
thereof;
(2) the
interest
portion
of
Realized
Losses on Group 2
Mortgage
Loans,
if any,
shall be
allocated among
Uncertificated
Lower-Tier Regular Interests Y-2 and Z-2 pro rata according to the
amount
of interest
accrued but unpaid
thereon,
in
reduction
thereof;
(3) the
interest
portion of Realized
Losses on Group 3 Mortgage
Loans,
if any, shall be allocated
among
Uncertificated
Lower-Tier
Regular
Interests
Y-3 and Z-3 pro rata
according
to the
amount of
interest
accrued
but unpaid
thereon,
in
reduction
thereof;
and (4) the interest
portion of Realized
Losses on Group 4 Mortgage
Loans, if any,
shall be allocated among
Uncertificated
Lower-Tier
Regular
Interests Y-4 and Z-4 pro rata according to
the amount of interest
accrued but unpaid thereon,
in reduction
thereof.
Any interest
portion of such
Realized Losses in excess of the amount allocated
pursuant to the preceding
sentence shall be treated as
a principal
portion of Realized Losses not attributable to any specific
Mortgage Loan in such Loan Group
and
allocated
pursuant to the
succeeding
sentences.
The
principal
portion of
Realized
Losses with
respect to each Loan Group shall be
allocated
to the
Uncertificated
Lower-Tier
Regular
Interests
as
follows:
(1) the
principal
portion of Realized
Losses on Group 1 Mortgage
Loans
shall be
allocated,
first, to Uncertificated
Lower-Tier Regular Interest Y-1 to the extent of the
Uncertificated
Lower-Tier
Regular Interest Y-1 Principal
Reduction Amount in reduction of the
Uncertificated
Principal Balance of
such regular
interest and,
second,
the remainder,
if any, of such
principal
portion of such Realized
Losses
shall
be
allocated
to
Uncertificated
Lower-Tier
Regular
Interest
Z-1 in
reduction
of the
Uncertificated
Principal
Balance
thereof;
(2) the
principal
portion
of
Realized
Losses on Group 2
Mortgage
Loans shall be
allocated,
first,
to
Uncertificated
Lower-Tier
Regular
Interest Y-2 to the
extent of the Uncertificated
Lower-Tier
Regular Interest Y-2 Principal
Reduction Amount in reduction of
the
Uncertificated
Principal
Balance of such regular
interest and, second,
the remainder,
if any, of
such principal
portion of such Realized Losses shall be allocated to
Uncertificated
Lower-Tier
Regular
Interest Z-2 in reduction of the
Uncertificated
Principal Balance thereof;
(3) the principal portion of
Realized
Losses on Group 3
Mortgage
Loans
shall be
allocated,
first,
to
Uncertificated
Lower-Tier
Regular
Interest
Y-3 to the extent of the
Uncertificated
Lower-Tier
Regular
Interest
Y-3
Principal
Reduction
Amount in reduction of the
Uncertificated
Principal
Balance of such
regular
interest
and,
second,
the remainder,
if any, of such principal
portion of such Realized
Losses shall be allocated to
Uncertificated
Lower-Tier
Regular
Interest
Z-3 in reduction of the
Uncertificated
Principal
Balance
thereof;
and (4) the principal
portion of Realized
Losses on Group 4 Mortgage Loans shall be allocated,
first, to Uncertificated
Lower-Tier Regular Interest Y-4 to the extent of the
Uncertificated
Lower-Tier
Regular Interest Y-4 Principal
Reduction Amount in reduction of the
Uncertificated
Principal Balance of
such regular
interest and,
second,
the remainder,
if any, of such
principal
portion of such Realized
Losses
shall
be
allocated
to
Uncertificated
Lower-Tier
Regular
Interest
Z-4 in
reduction
of the
Uncertificated Principal Balance thereof.
Lower-Tier REMIC: As defined in the Preliminary Statement.
17
Master
Servicer:
As of the Closing Date,
U.S. Bank and,
thereafter,
its
respective
successors in interest that meet the qualifications as Master
Servicer pursuant to this Agreement.
MERS:
As defined in Section 2.01(b)(iii).
Monthly
Payment:
The scheduled
monthly payment on a Mortgage Loan due on any Due Date
allocable to principal
and/or interest on such Mortgage Loan which,
unless otherwise
specified
herein,
shall give effect to any related
Debt Service
Reduction,
Deficient
Valuation
or Relief Act
Reduction
that affects the amount of the monthly payment due on such Mortgage
Loan.
Moody's:
Moody's Investors Service, Inc. or any successor thereto.
Mortgage:
The
mortgage,
deed
of
trust
or
other
instrument
creating
a lien on a
Mortgaged Property securing a Mortgage Note or creating a lien on a
leasehold interest.
Mortgage
File:
The
mortgage
documents
listed
in
Section
2.01
pertaining
to
a
particular
Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant
to this Agreement.
Mortgage
Interest
Rate:
As to any
Mortgage
Loan,
the per annum rate of interest at
which
interest
accrues on the principal
balance of such Mortgage Loan, as adjusted from time to time in
accordance
with the provisions of the related
Mortgage
Note,
which rate is (a) prior to the first Rate
Adjustment
Date for each such Mortgage Loan, the Mortgage
Interest Rate for such Mortgage Loan indicated
on the Mortgage Loan Schedule and (b) from and after such Rate
Adjustment
Date, sum of the Index,
as of
the Rate Adjustment
Date applicable to such Due Date, and the Gross Margin,
rounded as set forth in such
Mortgage
Note,
subject to the Initial Cap, the
Periodic
Cap and the
Lifetime Cap
applicable
to such
Mortgage Loan at any time during the life of such Mortgage Loan.
Mortgage Loan Purchase
Agreement:
The Mortgage
Loan Purchase
Agreement,
dated March
27, 2007, between Wachovia Bank, National Association, as seller,
and the Depositor, as purchaser.
Mortgage
Loan
Schedule:
The list of Mortgage
Loans (as from time to time
amended by
the
applicable
Servicer
to reflect
the
addition
of
Substitute
Mortgage
Loans and the
deletion of
Defective
Mortgage Loans pursuant to the provisions of this
Agreement)
attached
hereto as Exhibit D-1,
Exhibit
D-2,
Exhibit D-3 and Exhibit
D-4.
The Mortgage
Loan
Schedule
shall set forth the
following
information
with respect to each Mortgage Loan:
(i) the Mortgage Loan
identifying
number;
(ii) a code
indicating whether the Mortgaged
Property is
owner-occupied;
(iii) the property type for each Mortgaged
Property;
(iv) the
original
months to maturity
or the
remaining
months to maturity
from the Cut-Off
Date;
(v) the
Loan-to-Value
Ratio as of the Cut-off
Date;
(vi) the Mortgage
Interest
Rate as of the
Cut-off Date;
(vii) the date on which the first
Monthly
Payment was due on the Mortgage
Loan,
and, if
such date is not the Due Date currently in effect,
such Due Date;
(viii) the stated
maturity date; (ix)
the amount of the Monthly
Payment as of the Cut-Off Date; (x) the
paid-through
date;
(xi) the original
principal
amount of the Mortgage Loan;
(xii) the principal
balance of the Mortgage Loan as of the close
of business on the Cut-Off Date,
after
application of payments of principal due on or before the Cut-Off
18
Date, whether or not collected,
and after deduction of any payments collected of scheduled
principal due
after
the
Cut-Off
Date;
(xiii) a code
indicating
the
purpose
of the
Mortgage
Loan;
(xiv) a code
indicating the
documentation
style;
(xv) the Appraised
Value;
(xvi) the first Rate
Adjustment
Date;
(xvii) the Rate Ceiling;
(xviii) the Initial Cap;
(xix) the Periodic
Cap;
(xx) the Gross
Margin;
and
(xxi) the closing date of such
Mortgage
Loan.
With respect to the Mortgage
Loans in each Loan Group in
the
aggregate,
the Mortgage Loan Schedule shall set forth the following
information,
as of the Cut-Off
Date: (i) the number of Mortgage Loans;
(ii) the current aggregate
outstanding
principal balance of the
Mortgage Loans;
(iii) the weighted
average
Mortgage
Interest Rate of the Mortgage Loans;
and (iv) the
weighted average months to maturity of the Mortgage Loans.
Mortgage Loans:
The mortgage loans identified in the Mortgage Loan Schedule.
Mortgage
Note:
The
originally
executed
note
or
other
evidence
of
indebtedness
evidencing the
indebtedness
of a Mortgagor
under a Mortgage Loan,
together with all riders thereto and
amendments thereof.
Mortgaged
Property:
The
underlying
property
securing
a
Mortgage
Loan,
which may
include Co-op Shares or residential long-term leases.
Mortgagor:
The obligor on a Mortgage Note.
National City:
As defined in the recitals hereto.
National
City
Mortgage
Loans:
The Mortgage
Loans
serviced by National
City or any
successor thereto as a Servicer hereunder.
Net Mortgage
Interest
Rate: As to any Mortgage Loan and any
Distribution
Date,
such
Mortgage
Loan's
Mortgage
Interest Rate thereon on the first day of the month preceding the
month of the
related Distribution Date reduced by the Servicing Fee Rate and the
Certificate Administrator Fee Rate.
Net WAC: As to any Loan Group and any
Distribution
Date,
the weighted
average of the
Net Mortgage
Interest Rates of the Mortgage Loans in such Loan Group (based on
Stated Principal
Balances
of the
Mortgage
Loans in such
Loan
Group
on the Due Date in the
month
preceding
the
month of such
Distribution Date).
Non-Supported
Interest
Shortfalls:
As to any Distribution
Date, the amount,
if any,
by
which
the
aggregate
of
Prepayment
Interest
Shortfalls
exceeds
Compensating
Interest
for such
Distribution Date.
Non-U.S. Person:
A Person other than a U.S. Person.
Nonrecoverable
Advance:
Any
portion of an Advance
previously
made or proposed to be
made in respect of a Mortgage Loan which has not been
previously
reimbursed and which, in the good faith
judgment of the Master
Servicer or the Servicer
servicing such Mortgage
Loan,
will not or, in the case
19
of a
proposed
Advance,
would
not
be
ultimately
recoverable
from
the
related
Mortgagor,
related
Liquidation Proceeds, or other recoveries in respect of the related
Mortgage Loan.
Officer's
Certificate:
A
certificate
signed
by
the
Chairman
of the
Board,
Vice
Chairman of the Board,
President or a Vice
President and by the
Treasurer,
the Secretary or one of the
Assistant
Treasurers or Assistant
Secretaries,
or any other duly
authorized
officer of the Depositor,
the Master Servicer or a Servicer, as the case may be.
Opinion of
Counsel:
A written
opinion of counsel
acceptable
to the
Trustee if such
opinion is delivered to the Trustee or
acceptable
to the
Certificate
Administrator
if such opinion is
delivered to the Certificate
Administrator,
who may be counsel for the Depositor, the Master Servicer or
a Servicer,
except that any opinion of counsel
relating to the
qualification of the Upper-Tier REMIC or
the
Lower-Tier
REMIC
as a
REMIC
or
compliance
with
the
REMIC
Provisions
must be an
opinion
of
Independent
counsel.
Any
Opinion
of
Counsel
shall
not
be at the
expense
of
the
Trustee
or the
Certificate Administrator.
Original
Fractional
Interest:
With
respect
to
each
of the
following
Classes
of
Subordinate Certificates, the corresponding percentage described
below, as of the Closing Date:
Class B-1
1.95%
Class B-2
1.30%
Class B-3
0.80%
Class B-4
0.50%
Class B-5
0.25%
Class B-6
0.00%
Original Subordinate Certificate Balance: $11,711,618.73.
OTS:
The Office of Thrift Supervision.
Outstanding
Mortgage
Loan:
As to any Due
Date,
a
Mortgage
Loan
which was not the
subject
of a
Principal
Prepayment
in Full prior to such Due Date,
which did not
become a
Liquidated
Mortgage
Loan prior to such Due Date and which was not
purchased
from the Trust
prior to such Due Date
pursuant to Sections 2.02 or 2.04.
Ownership
Interest:
As to any Certificate,
any ownership or security interest in such
Certificate,
including
any interest in such
Certificate
as the Holder
thereof and any other
interest
therein, whether direct or indirect, legal or beneficial, as owner
or as pledgee.
Pass-Through
Rate:
As to each Class of
interest-bearing
Certificates,
the per annum
rate set forth in the Preliminary Statement.
PCAOB:
The Public Company Accounting Oversight Board.
Percentage
Interest:
As to any
Certificate,
the percentage
obtained by dividing the
initial
Certificate
Balance of such Certificate by the Initial Class Certificate
Balance of the Class of
which such Certificate is a part.
20
Periodic
Advance:
The payment
required to be made by a Servicer
with
respect to any
Distribution
Date pursuant to Section
3.20,
the amount of any such payment being equal to the aggregate
of Monthly
Payments (net of the Servicing Fee for such
Servicer) on the Mortgage
Loans serviced by such
Servicer
(including
any REO
Property)
that were due on the related Due Date and not received as of the
close of business on the related
Determination
Date,
less the aggregate
amount of any such
delinquent
payments that such Servicer has determined would constitute a
Nonrecoverable Advance if advanced.
Periodic
Cap:
For each
Mortgage
Loan,
the
applicable
limit on
adjustment
of the
Mortgage
Interest
Rate for each Rate
Adjustment
Date
(other than the initial
Rate
Adjustment
Date)
specified in the applicable Mortgage Note and designated as such in
the Mortgage Loan Schedule.
Permitted Investments:
One or more of the following:
(i)
obligations
of or
guaranteed
as to
principal
and
interest by the
United
States,
FHLMC,
FNMA or any agency or
instrumentality
of the United
States
when such
obligations
are backed by the full faith and credit of the
United
States;
provided
that such
obligations
of
FHLMC
or FNMA
shall
be
limited
to
senior
debt
obligations
and
mortgage
participation
certificates other than investments in
mortgage-backed or mortgage
participation
securities with yields evidencing
extreme
sensitivity to the rate of principal
payments on the
underlying mortgages, which shall not constitute Permitted
Investments hereunder;
(ii)
repurchase
agreements on obligations specified in clause (i) maturing
not more than one month from the date of
acquisition
thereof
with a
corporation
incorporated
under the laws of the United
States or any state
thereof
rated not lower
than
"A-1+" by S&P,
"F-1" by Fitch and "P-1" by Moody's;
(iii)
federal
funds,
certificates
of
deposit,
demand
deposits,
time
deposits and bankers'
acceptances
(which shall each have an original
maturity of not more than
90 days and, in the case of
bankers'
acceptances,
shall in no event have an original
maturity
of more
than 365 days or a
remaining
maturity
of more
than 30 days)
denominated
in
United
States
dollars
of any U.S.
depository
institution
incorporated
under the laws of the United
States or any state
thereof,
rated not lower
than
"A-1+" by S&P,
"F-1" by Fitch and "P-1" by
Moody's;
(iv)
commercial
paper
(having
original
maturities
of not more than 365
days) of any
corporation
incorporated
under the laws of the United States or any state thereof
which is rated not lower than "A-1+" by S&P, "F-1" by Fitch and
"P-1" by Moody's;
(v)
investments
in
money
market
funds
(including
funds
of
the
institutions acting as Trustee, Master Servicer,
Certificate
Administrator or their affiliates,
or funds for which an
affiliate
of the
institutions
acting as
Trustee,
Master
Servicer
or
Certificate
Administrator
acts as advisor,
as well as funds for which the institutions
acting
as Trustee,
Master
Servicer or
Certificate
Administrator
and its
respective
affiliates may
21
receive
compensation)
rated
either
"AAA" by S&P,
"AAA"
by Fitch
and
"Aaa" by
Moody's
or
otherwise approved in writing by each Rating Agency; and
(vi)
other
obligations
or securities
that are
acceptable to each Rating
Agency (but which,
in no event,
are rated
below the top two rating
categories
by each Rating
Agency)
and, as evidenced by an Opinion of Counsel
obtained by the
Servicers,
will not affect
the qualification of the Upper-Tier REMIC or the Lower-Tier REMIC
as a REMIC;
provided,
however,
that no instrument
shall be a Permitted
Investment if it represents
either (a) the
right to receive only interest
payments with respect to the underlying
debt
instrument or (b) the right
to receive both principal and interest
payments derived from
obligations
underlying such instrument and
the principal and interest with respect to such instrument
provide a yield to maturity
greater than 120%
of the yield to maturity at par of such underlying obligations.
Permitted
Transferee:
Any Person
other than (i) the
United
States,
or any State or
any political
subdivision
thereof,
or any agency or
instrumentality
of any of the
foregoing,
(ii) a
foreign
government,
international
organization
or any
agency
or
instrumentality
of
either
of the
foregoing,
(iii) an
organization
which is exempt from tax
imposed by Chapter 1 of the Code
(including
the tax
imposed
by
Section
511 of the Code on
unrelated
business
taxable
income)
(except
certain
farmers'
cooperatives
described in Code Section 521),
(iv) rural
electric and
telephone
cooperatives
described in Code Section
1381(a)(2)(C),
(v) a U.S.
Person with respect to whom income is
attributable
to a foreign
permanent
establishment
or fixed base
(within
the
meaning of an
applicable
income tax
treaty) of such Person or any other Person and (vi) any other
Person so designated
by the Servicer
based
on an Opinion of Counsel to the effect
that any
transfer to such Person may cause the Trust or any other
Holder of a Residual
Certificate
to incur tax liability
that would not be imposed other than on account
of such transfer.
The terms "United
States,"
"State" and
"international
organization"
shall have the
meanings set forth in Code Section 7701 or successor provisions.
Person:
Any individual,
corporation,
limited liability
company,
partnership,
joint
venture,
association,
joint-stock
company,
trust,
unincorporated
organization
or
government or any
agency or
political
subdivision
thereof,
or any other entity or
organization,
whether or not a legal
entity.
Physical
Certificates:
The
Class
1-A-R,
Class
B-4,
Class
B-5
and
Class
B-6
Certificates.
Plan:
As defined in Section 6.02(e).
Pool
Distribution
Amount:
As to any
Distribution
Date and Loan Group, the excess of
(a) the sum of (i) the
aggregate of (A) the interest
portion of any Monthly
Payment on a Mortgage
Loan
in such Loan
Group (net of the
Servicing
Fee for the
Servicer
of such Loan
Group) and the
principal
portion of any Monthly
Payment on a Mortgage
Loan in such Loan Group due on the Due Date in the month in
which such
Distribution
Date occurs and which is received
prior to the related
Determination
Date and
22
(B) all Periodic
Advances and payments of Compensating
Interest made by such Servicer in respect of such
Loan
Group and
Distribution
Date
deposited
to the
Servicer
Custodial
Account
pursuant
to Section
3.08(b)(vii),
or any
Periodic
Advances or payments of
Compensating
Interest
deposited
by the Master
Servicer in the Collection
Account
pursuant to Section
3.08(f)(ii);
(ii) all Liquidation
Proceeds and
Insurance
Proceeds received on the Mortgage Loans in such Loan Group during
the preceding
calendar month
and deposited to the applicable
Servicer
Custodial
Account pursuant to
Section 3.08(b)(iii)
or to the
Collection
Account
pursuant to Section
3.08(f)(iii);
(iii) all Principal
Prepayments
received on the
Mortgage
Loans in such Loan Group
during the month
preceding
the month of such
Distribution
Date and
deposited
to the
applicable
Servicer
Custodial
Account
pursuant
to Section
3.08(b)(i)
during such
period;
(iv) in
connection
with
Defective
Mortgage
Loans in such
Loan
Group,
as
applicable,
the
aggregate
of the
Repurchase
Prices
and
Substitution
Adjustment
Amounts
deposited
on
the
related
Remittance
Date
pursuant
to
Section 3.08(b)(vi);
(v) any other
amounts
in the
applicable
Servicer
Custodial
Account
deposited
therein
pursuant to Sections
3.08(b)(iv),
(v) and (viii),
and any other
amounts in the Collection
Account
deposited
therein pursuant to Sections
3.08(f)(iv),
(v) or (vi), in
respect of such
Distribution
Date and such Loan Group; and (vi) any Subsequent
Recovery with respect to
such
Distribution
Date over (b) any (i) amounts
permitted to be withdrawn from the applicable
Servicer
Custodial Account pursuant to clauses (i) through (ix),
inclusive,
of Section 3.11(a) in respect of such
Loan Group and (ii) amounts
permitted to be withdrawn
from the
Collection
Account
pursuant to Section
3.11(b) in respect of such Loan Group;
provided that any amounts withdrawn
pursuant to clauses (iii) and
(vii) of Section
3.11(a) and clauses (ii) and (v) of
Section 3.11(b)
shall be allocated in reduction of
the Pool
Distribution
Amount for each Loan Group on a pro rata basis in accordance
with the Pool Stated
Principal Balances for such Distribution Date.
Pool
Stated
Principal
Balance:
As to any
Distribution
Date
and
Loan
Group,
the
aggregate
Stated
Principal
Balances
of all
Mortgage
Loans in such Loan Group
that were
Outstanding
Mortgage
Loans
immediately
following
the Due Date in the
month
preceding
the
month
in which
such
Distribution Date occurs.
Predecessor Servicer Work Product:
As defined in Section 3.25(f).
Prepayment
Interest
Shortfall:
As to any
Distribution
Date and each
Mortgage
Loan
subject to a Principal
Prepayment
received during the calendar month preceding such
Distribution
Date,
the amount,
if any, by which one month's
interest
at the
related
Mortgage
Interest
Rate (net of the
Servicing Fee for the Servicer
servicing
such Mortgage Loan) on such
Principal
Prepayment
exceeds the
amount of interest paid in connection with such Principal
Prepayment.
Primary
Insurance
Policy:
Each policy of primary mortgage
guaranty
insurance or any
replacement
policy
therefor
with
respect
to any
Mortgage
Loan,
in each case
issued by an
insurer
acceptable to FNMA or FHLMC.
Principal
Amount:
As to any
Distribution
Date and a Loan
Group,
the sum of (a) the
principal
portion of each
Monthly
Payment due on each
Mortgage
Loan in such Loan Group on the related
Due Date,
(b) the
principal
portion of the
Repurchase
Price of each
Mortgage Loan in such Loan Group
that was
repurchased by the Depositor
pursuant to this Agreement as of such
Distribution
Date, (c) any
23
Substitution
Adjustment
Amount in connection with a Defective
Mortgage Loan in such Loan Group received
with
respect
to such
Distribution
Date,
(d) any
Liquidation
Proceeds
allocable
to
recoveries
of
principal
of
Mortgage
Loans in such Loan
Group that are not yet
Liquidated
Mortgage
Loans
received
during
the
calendar
month
preceding
the month of such
Distribution
Date,
(e) with
respect to each
Mortgage
Loan in such Loan Group that
became a
Liquidated
Mortgage
Loan
during
the
calendar
month
preceding the month of such
Distribution
Date,
the amount of
Liquidation
Proceeds
(excluding
Excess
Proceeds)
allocable to principal
received with respect to such
Mortgage Loan during the calendar
month
preceding the month of such
Distribution
Date, (f) any Subsequent
Recoveries
received by the Servicers
during
the
calendar
month
preceding
the
month
of such
Distribution
Date,
and
(g) all
Principal
Prepayments
on the Mortgage Loans in such Loan Group
received
during the calendar
month
preceding the
month of such Distribution Date.
Principal
Prepayment:
Any payment or other
recovery of principal
on a Mortgage
Loan
(other
than
Liquidation
Proceeds)
which is received
in advance of its
scheduled
Due Date and is not
accompanied
by an
amount
of
interest
representing
scheduled
interest
due on any date in any
month
subsequent to the month of prepayment.
Principal
Prepayment
in
Full:
Any
Principal
Prepayment
of
the
entire
principal
balance of a Mortgage Loan.
Private Certificates:
The Class B-4, Class B-5 and Class B-6 Certificates.
Pro Rata Share: As to any
Distribution
Date and any Class of Subordinate
Certificates
that is not a Restricted
Class, the portion of the Subordinate
Principal
Distribution
Amount allocable
to
such
Class,
equal
to
the
product
of the
Subordinate
Principal
Distribution
Amount
for
such
Distribution
Date and a
fraction,
the
numerator
of which is the
related
Class
Certificate
Balance
thereof
and the
denominator
of which is the
aggregate
Class
Certificate
Balance of the
Subordinate
Certificates
that are not
Restricted
Classes.
Solely with respect to Unscheduled
Principal
Payments,
the Pro Rata
Share
of a
Restricted
Class
shall be 0%.
The Pro Rata
Share of a Class of
Subordinate
Certificates
may be computed
for each of clause (i) and clause (ii) of the
definition
of
"Subordinate
Principal Distribution Amount" in the event the Restricted Classes
differ with respect to each clause.
Qualified
Appraiser:
An
appraiser
of a
Mortgaged
Property
duly
appointed
by the
originator
of the related
Mortgage
Loan,
who had no interest,
direct or indirect,
in such
Mortgaged
Property or in any loan made on the security thereof,
whose
compensation is not affected by the approval
or disapproval of the related Mortgage Loan and who met the minimum
qualifications of FNMA or FHLMC.
Rate
Adjustment
Date: As to each Mortgage Loan, the Due Date on which an adjustment
to
the Mortgage
Interest Rate of such
Mortgage
Loan becomes
effective
under the related
Mortgage
Note,
which Due Date is the date set forth in the Mortgage Loan Schedule
as the first Rate
Adjustment
Date and
each subsequent anniversary thereof.
Rate Ceiling:
The maximum per annum Mortgage
Interest Rate permitted under the related
Mortgage Note.
24
Rating
Agency:
Each of S&P and Fitch.
If any such
organization
or a successor is no
longer
in
existence,
"Rating
Agency"
shall
be
such
nationally
recognized
statistical
rating
organization,
or other comparable Person, as is designated by the Depositor,
notice of which designation
shall be given to the Certificate
Administrator
and the Trustee.
References herein to a given rating or
rating
category
of a Rating
Agency
shall
mean
such
rating
category
without
giving
effect to any
modifiers.
Realized
Loss:
With
respect to each
Liquidated
Mortgage
Loan,
an amount as of the
date of such liquidation,
as reported by the related Servicer to the Certificate
Administrator,
equal to
(i) the unpaid
principal
balance of the
Liquidated
Mortgage
Loan as of the date of such
liquidation,
plus (ii)
interest at the Net
Mortgage
Interest
Rate from the Due Date as to which
interest
was last
paid to
Certificateholders
up to the Due Date in the month in which Liquidation Proceeds are
required to
be distributed on the Stated Principal
Balance of such Liquidated
Mortgage Loan from time to time, minus
(iii) the Liquidation
Proceeds,
if any, received during the month in which such liquidation
occurred, to
the extent
applied as
recoveries
of interest at the Net Mortgage
Interest Rate and to principal of the
Liquidated
Mortgage
Loan.
In
addition,
to the
extent the
applicable
Servicer
receives
Subsequent
Recoveries
with
respect to any
Mortgage
Loan,
the amount of the
Realized
Loss with
respect to that
Mortgage Loan will be reduced to the extent such
recoveries
are applied to reduce the Class
Certificate
Balance of any Class of
Certificates
on any
Distribution
Date. With respect to each Mortgage Loan that
has become the subject of a Deficient
Valuation,
if the principal
amount due under the related Mortgage
Note has been
reduced,
the
difference
between the principal
balance of the Mortgage Loan
outstanding
immediately
prior to such Deficient
Valuation and the principal
balance of the Mortgage Loan as reduced
by the Deficient
Valuation,
as reported by the related Servicer to the Certificate
Administrator.
With
respect
to
each
Mortgage
Loan
that
has
become
the
subject
of a Debt
Service
Reduction
and any
Distribution
Date, the amount,
if any, by which the principal portion of the related Monthly
Payment has
been reduced as reported by the related Servicer to the Certificate
Administrator.
Record
Date:
The last day of the month
(or,
if such day is not a Business
Day,
the
preceding Business Day) preceding the month of the related
Distribution Date.
Refinance
Mortgage
Loan:
Any
Mortgage
Loan the
proceeds
of which were not used to
purchase the related Mortgaged Property.
Regular Certificates:
As defined in the Preliminary Statement hereto.
Regulation
AB: Means Subpart
229.1100 - Asset Backed
Securities
(Regulation
AB), 17
C.F.R.
§§229.1100
-
229.1123,
as
such
may be
amended
from
time
to
time,
and
subject
to
such
clarification
and
interpretation
as have
been
provided
by the
Commission
in the
adopting
release
(Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan.
7,
2005))
or by the staff of the
Commission,
or as may be
provided
by the
Commission
or its staff from time to
time.
Relevant
Servicing
Criteria:
The
Servicing
Criteria
applicable
to
the
various
parties,
as set forth on Exhibit R attached
hereto.
For
clarification
purposes,
multiple parties can
have
responsibility
for the same
Relevant
Servicing
Criteria.
With
respect to a Servicing
Function
25
Participant engaged by the Master Servicer,
each Servicer, the Certificate
Administrator or the Trustee,
the term "Relevant
Servicing
Criteria" may refer to a part of the Relevant Servicing Criteria
applicable
to such parties.
Related
Group:
With
respect
to Loan
Group 1,
means
Group 1; with
respect to Loan
Group 2, means
Group 2; with
respect to Loan Group 3, means
Group 3; and with
respect to Loan Group 4,
means Group 4.
Related
Loan
Group:
With
respect to the Group 1-A
Certificates,
Loan Group 1, with
respect to the Group 2-A
Certificates,
Loan Group 2, with
respect to the Group 3-A
Certificates,
Loan
Group 3, and with respect to the Group 4-A Certificates, Loan Group
4.
Relief Act:
The Servicemembers' Civil Relief Act, as amended.
Relief Act Reduction:
With respect to any
Distribution
Date, for any Mortgage Loan as
to which there has been a reduction in the amount of interest
collectible
thereon for the most
recently
ended calendar month as a result of the
application
of the Relief Act or comparable
state
legislation,
the amount,
if any, by which
(i) interest
collectible on such Mortgage Loan for the most recently ended
calendar month is less than
(ii) interest
accrued pursuant to the terms of the Mortgage Note on the same
principal
amount and for the same period as the interest
collectible
on such Mortgage Loan for the most
recently ended calendar month.
REMIC: A "real estate
mortgage
investment
conduit" within the meaning of Section 860D
of the Code.
REMIC
Certificate
Maturity
Date: The "latest
possible
maturity date" of the Regular
Certificates as that term is defined in Section 2.08.
REMIC
Provisions:
Provisions
of the
federal
income tax law
relating to real estate
mortgage
investment
conduits,
which appear at Section 860A through 860G of Subchapter M of
Chapter 1 of
the Code, and related
provisions,
and
regulations
promulgated
thereunder,
as the foregoing may be in
effect from time to time, as well as provisions of applicable state
laws.
Remittance
Date:
As to any
Distribution
Date,
the 18th calendar day of the month in
which such
Distribution
Date
occurs or if such day is not a Business
Day,
the
immediately
preceding
Business Day.
REO
Proceeds:
Proceeds,
net of any
related
expenses
of the
Servicer,
received in
respect of any REO
Property
(including,
without
limitation,
proceeds
from the rental of the
related
Mortgaged Property) which are received prior to the final
liquidation of such Mortgaged Property.
REO
Property:
A Mortgaged
Property
acquired
by the
Servicer on behalf of the Trust
through foreclosure or deed-in-lieu of foreclosure in connection
with a Defaulted Mortgage Loan.
Reportable Event:
As defined in Section 12.04.
26
Reporting Servicer:
As defined in Section 12.03.
Repurchase
Price:
As to any Defective
Mortgage Loan
repurchased on any date pursuant
to Sections 2.02 or 2.04, an amount equal to the sum of (i) the
Stated
Principal
Balance
thereof,
(ii)
the unpaid accrued
interest thereon at the applicable
Mortgage
Interest Rate from the Due Date to which
interest was last paid by the
Mortgagor to the first day of the month
following
the month in which such
Mortgage Loan became
required to be
repurchased,
and (iii) any costs and damages
incurred by the Trust
in
connection
with a breach of the
representation
contained
in Section
7(iii) of the
Mortgage
Loan
Purchase
Agreement as a result of any violation of any
predatory or abusive
lending law with respect to
such Mortgage Loan.
Request
for
Release:
The
Request
for
Release
submitted
by
the
Servicer
to the
Custodian, substantially in the form of Exhibit E.
Required
Insurance
Policy:
With respect to any Mortgage
Loan,
any insurance
policy
which is required to be
maintained
from time to time under this
Agreement
in respect of such
Mortgage
Loan.
Residual Certificates:
The Class 1-A-R Certificates.
Responsible
Officer:
When
used
with
respect
to
the
Trustee
or
the
Certificate
Administrator,
any
officer
of
the
Corporate
Trust
Department
of
the
Trustee
or
Certificate
Administrator,
as the
case may be,
including
any
Senior
Vice
President,
any
Vice
President,
any
Assistant Vice President,
any Assistant
Secretary,
any Trust Officer or Assistant Trust Officer, or any
other officer of the Trustee or
Certificate
Administrator,
as the case may be,
customarily
performing
functions
similar to those performed by any of the above
designated
officers and, in each case,
having
responsibility for the administration of this Agreement.
Restricted Classes:
As defined in Section 5.02(d).
S&P:
Standard
&
Poor's,
a
Division
of The
McGraw-Hill
Companies,
Inc.,
and its
successors in interest.
Sarbanes-Oxley
Act: The
Sarbanes-Oxley
Act of 2002 and the rules and
regulations
of
the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).
Sarbanes-Oxley Certification:
As defined in Section 12.09.
Seller:
Wachovia
Bank,
National
Association,
as seller of the Mortgage
Loans under
the Mortgage Loan Purchase Agreement.
Senior Certificates:
The Class A Certificates.
Senior
Credit
Support
Depletion
Date:
The
date
on
which
the
aggregate
Class
Certificate Balance of the Subordinate Certificates is reduced to
zero.
27
Senior
Percentage:
With
respect
to
any
Distribution
Date
and a Loan
Group,
the
percentage,
carried six places rounded up, obtained by dividing the aggregate
Class
Certificate
Balance
of the Senior
Certificates of the Related Loan Group
immediately
prior to such Distribution Date by the
Pool Stated Principal Balance of such Loan Group immediately prior
to such Distribution Date.
Senior
Prepayment
Percentage:
For any
Distribution
Date and a Loan Group during the
seven years
beginning on the first
Distribution
Date,
100%. The Senior
Prepayment
Percentage for any
Distribution
Date and a Loan
Group
occurring
on or after
the
seven
year
anniversary
of the
first
Distribution Date will,
except as provided herein, be as follows:
for any Distribution Date in the first
year
thereafter,
the Senior
Percentage for such Loan Group plus 70% of the
Subordinate
Percentage for
such Loan Group for such Distribution
Date; for any Distribution Date in the second year thereafter,
the
Senior
Percentage
for such Loan Group
plus 60% of the
Subordinate
Percentage
for such Loan Group for
such
Distribution
Date; for any Distribution
Date in the third year thereafter,
the Senior
Percentage
for such Loan
Group plus 40% of the
Subordinate
Percentage
for such Loan
Group for such
Distribution
Date; for any Distribution
Date in the fourth year thereafter,
the Senior Percentage for such Loan Group
plus 20% of the
Subordinate
Percentage
for such Loan
Group
for such
Distribution
Date;
and for any
Distribution
Date in the fifth or later years
thereafter,
the Senior Percentage for such Loan Group for
such
Distribution
Date (unless on any of the foregoing
Distribution
Dates the Total Senior
Percentage
exceeds the initial
Total Senior
Percentage,
in which case the Senior
Prepayment
Percentage
for Loan
Group 1, Loan
Group 2, Loan
Group 3 and Loan Group 4 for such
Distribution
Date will once again
equal
100%);
provided,
however,
if on any Distribution Date prior to the April 2010 Distribution
Date, prior
to giving effect to any distributions,
the Aggregate
Subordinate
Percentage is greater than or equal to
twice such percentage
calculated as of the Closing Date, then the Senior
Prepayment
Percentage for each
Loan Group for such
Distribution
Date will equal the Senior
Percentage
for such Loan Group plus 50% of
the Subordinate
Percentage for such Loan Group; provided further,
however, if on or after the April 2010
Distribution Date, prior to giving effect to any distributions,
the Aggregate
Subordinate
Percentage is
greater
than or equal to twice
such
percentage
calculated
as of the
Closing
Date,
then the
Senior
Prepayment
Percentage
for each Loan Group for such
Distribution
Date will equal the Senior
Percentage
for such Loan Group.
Notwithstanding the foregoing,
no decrease in the Senior Prepayment
Percentage for
any Loan Group will occur unless both of the Senior Step Down
Conditions are satisfied.
Senior Principal
Distribution
Amount:
As to any Distribution Date and Loan Group, the
sum of (i) the Senior
Percentage for such Loan Group of the amounts
described in clauses (a) through (d)
of the
definition of
"Principal
Amount" for such
Distribution
Date and Loan Group and (ii) the Senior
Prepayment
Percentage
for such Loan Group of the amounts
described in clauses
(e),
(f) and (g) of the
definition of "Principal Amount" for such Distribution Date and
Loan Group.
Senior Step Down
Conditions:
As of any
Distribution
Date as to which any decrease in
the Senior
Prepayment
Percentage for any Loan Group applies,
(i) the outstanding
principal
balance of
all Mortgage Loans
(including,
for this purpose,
any Mortgage Loans in foreclosure or any REO Property)
delinquent
60 days or more
(averaged
over the
preceding
six month
period),
as a
percentage
of the
28
aggregate Class Certificate Balance of the Subordinate
Certificates,
is not equal to or greater than 50%
or (ii) cumulative
Realized
Losses with respect to the Mortgage Loans as of the applicable
Distribution
Date do not exceed the percentages of the Original Subordinate
Certificate Balance set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring
Certificate Balance
April 2007 through March 2010
20%
April 2010 through March 2015
30%
April 2015 through March 2016
35%
April 2016 through March 2017
40%
April 2017 through March 2018
45%
April 2018 and thereafter
50%
Servicers:
National
City with
respect to the
National
City
Mortgage
Loans,
Fifth
Third with respect to the Fifth Third
Mortgage
Loans,
SunTrust
with
respect to the SunTrust
Mortgage
Loans and Wells Fargo with respect to the Wells Fargo Mortgage
Loans,
or, in each case, its successor in
interest,
in its capacity as servicer of the related Mortgage Loans, or any
successor
servicer appointed
as herein provided.
Servicer
Advance
Date:
As to any
Distribution
Date,
the 18th
calendar
day of the
month in which
such
Distribution
Date
occurs or if such day is not a
Business
Day,
the
immediately
preceding Business Day.
Servicer
Custodial
Account:
Each separate
Eligible
Account or Accounts
created and
maintained by the Servicers pursuant to Section 3.08(b).
Servicer's Certificate:
The monthly report required by Section 4.01.
Service(s)(ing):
In
accordance
with
Regulation
AB,
the
act
of
servicing
and
administering
the Mortgage
Loans or any other assets of the Trust by an entity that meets the
definition
of "servicer"
set forth in Item 1101 of Regulation AB and is subject to the
disclosure
requirements
set
forth in 1108 of Regulation AB. For
clarification
purposes,
any
uncapitalized
occurrence of this term
shall
have
the
meaning
commonly
understood
by
participants
in
the
residential
mortgage-backed
securitization market.
Servicing
Advances:
All customary,
reasonable and necessary "out of pocket" costs and
expenses
incurred in the
performance
by a Servicer of its
servicing
obligations,
including,
but not
limited to (i) the
preservation,
restoration
and
protection
of a Mortgaged
Property,
(ii)
expenses
reimbursable
to such
Servicer
pursuant to Section
3.14 and any
enforcement
or judicial
proceedings,
29
including
foreclosures,
(iii) the
management and
liquidation
of any REO Property and (iv)
compliance
with the obligations under Section 3.12.
Servicing
Criteria:
The
"servicing
criteria" set forth in Item 1122(d) of Regulation
AB, as such may be amended from time to time.
Servicing
Fee:
With respect to each Mortgage Loan and
Distribution
Date,
the amount
of the fee payable to the Servicer
servicing
such
Mortgage
Loan,
which shall,
for such
Distribution
Date,
be equal to
one-twelfth
of the product of the
Servicing
Fee Rate with respect to such
Mortgage
Loan and the Stated Principal
Balance of such Mortgage Loan,
subject to reduction as provided in Section
3.17. Such fee shall be payable monthly,
computed on the basis of the same Stated
Principal
Balance and
period
respecting which any related
interest payment on a Mortgage Loan is computed.
A Servicer's right
to receive the
Servicing
Fee for
Mortgage
Loans
serviced by such
Servicer is limited to, and payable
solely
from,
the interest
portion
(including
recoveries
with
respect to interest
from
Liquidation
Proceeds
and other
proceeds,
to the extent
permitted
by Section
3.11) of
related
Monthly
Payments
collected by such Servicer, or as otherwise provided under Section
3.11.
Servicing
Fee Rate:
With
respect to each
Mortgage
Loan
serviced by National
City,
0.250% per annum,
with respect to each
Mortgage
Loan
serviced by Fifth Third,
0.375% per annum,
with
respect to each Mortgage Loan
serviced by SunTrust,
0.375% per annum,
and with respect to each Mortgage
Loan serviced by Wells Fargo, 0.250% per annum.
Servicing
Function
Participant:
Any
Subservicer,
Subcontractor or any other Person,
other than each Servicer,
the Master
Servicer,
the Trustee and the Certificate
Administrator,
that is
determined by any of the Depositor,
the related Servicer or Master Servicer to be
"participating
in the
servicing
function"
within the meaning of Item 1122 of Regulation
AB,
unless such Person's
activities
relate only to 5% or less of the Mortgage Loans
(measured by aggregate
Stated
Principal
Balance of the
Mortgage
Loans,
annually
at the
commencement
of the
calendar
year
prior
to the
year in
which an
Assessment of Compliance
is required to be
delivered,
multiplied by a fraction,
the numerator of which
is the number of months during which such Servicing
Function
Participant
Services the related
Mortgage
Loans and the
denominator
of which is 12, or, in the case of the year in which the Closing
Date occurs,
the number of months elapsed from the Cut-Off Date to the end of
such calendar year).
Servicing
Officer:
Any officer of the Master
Servicer or a Servicer
involved
in, or
responsible
for, the
administration
and master
servicing or
servicing of the related
Mortgage
Loans
whose name appears on a list of servicing
officers
furnished to the
Certificate
Administrator
and the
Trustee by the Master Servicer or such Servicer as such list may
from time to time be amended.
Similar Law:
As defined in Section 6.02(e).
Stated
Principal
Balance:
As to any
Mortgage
Loan and date,
the
unpaid
principal
balance of such
Mortgage
Loan as of the Due Date
immediately
preceding
such date as
specified in the
amortization
schedule at the time relating thereto (before any adjustment to
such
amortization
schedule
by reason of any
moratorium
or similar
waiver or grace
period)
after
giving
effect to any
previous
30
partial
Principal
Prepayments and Liquidation
Proceeds
allocable to principal (other than with respect
to any
Liquidated
Mortgage
Loan) and to the payment of principal due on such Due Date and
irrespective
of any
delinquency
in
payment
by the
related
Mortgagor,
and after
giving
effect to any
Deficient
Valuation,
plus any amounts
capitalized as a result of
modifications
to such Mortgage Loan pursuant to
Section 3.21.
Subcontractor:
Any vendor,
subcontractor
or other Person that is not
responsible for
the overall
servicing of Mortgage
Loans but performs one or more discrete
functions
identified in Item
1122(d) of Regulation
AB with respect to Mortgage
Loans under the direction or authority of any Servicer
(or a Subservicer of any Servicer), the Master Servicer or the
Certificate Administrator.
Subordinate Certificates:
The Class B Certificates.
Subordinate
Percentage:
As of any
Distribution
Date and Loan
Group,
100% minus the
Senior Percentage for such Loan Group for such Distribution Date.
Subordinate
Prepayment
Percentage:
As to any Distribution
Date and Loan Group,
100%
minus the Senior Prepayment Percentage for such Loan Group for such
Distribution Date.
Subordinate
Principal
Distribution
Amount:
With respect to any Distribution Date and
Loan
Group,
an amount
equal to the sum of (i) the
Subordinate
Percentage
for such Loan
Group of all
amounts
described
in
clauses
(a)
through
(d)
of the
definition
of
"Principal
Amount"
for
such
Distribution Date and Loan Group and (ii) the Subordinate
Prepayment
Percentage of the amounts described
in clauses (e), (f) and (g) of the definition of "Principal
Amount" for such
Distribution
Date and Loan
Group.
Subsequent
Recovery:
As to any
Distribution
Date
and
Loan
Group,
the
sum of all
amounts
received
during
the
calendar
month
preceding
the
month of such
Distribution
Date on each
Mortgage Loan in such Loan Group
subsequent
to such
Mortgage
Loan being
determined to be a Liquidated
Mortgage Loan.
Subservicer:
Any Person
that (i)
services
Mortgage
Loans on behalf of any
Servicer
and
(ii)
is
responsible
for
the
performance
(whether
directly
or
through
sub-servicers
or
Subcontractors)
of Servicing
functions required to be performed under this Agreement or any
Subservicing
Agreement that are identified in Item 1122(d) of Regulation AB.
Subservicing
Agreement:
Any
subservicing
agreement
(which,
in
the
event
the
Subservicer is an Affiliate of the related
Servicer,
need not be in writing)
between a Servicer and any
Subservicer
relating to servicing and/or
administration of certain Mortgage Loans as provided in Section
3.02.
Substitute
Mortgage
Loan: A Mortgage Loan
substituted
for a Defective
Mortgage Loan
which must, on the date of such substitution (i) have a Stated
Principal
Balance,
after deduction of the
principal
portion of the
Monthly
Payment
due in the month of
substitution,
not in excess of, and not
more than 10% less than, the Stated
Principal
Balance of the Defective
Mortgage
Loan;
(ii) have a Net
31
Mortgage
Interest Rate equal to that of the Defective
Mortgage Loan;
(iii) have a
Loan-to-Value
Ratio
not
higher
than that of the
Defective
Mortgage
Loan;
(iv) have a Gross
Margin
equal to that of the
Defective
Mortgage
Loan;
(v) have an Initial Cap, a Periodic Cap and Rate Ceiling
equal to that of the
Defective
Mortgage Loan;
(vi) have the same Index and frequency of mortgage
interest rate adjustment as
the Defective
Mortgage Loan;
(vii) have a remaining term to maturity not greater than (and not
more than
one
year
less
than)
that
of the
Defective
Mortgage
Loan;
and
(viii)
comply,
as of the
date of
substitution,
with each Mortgage Loan
representation
and warranty set forth in this Agreement
relating
to the
Defective
Mortgage
Loan.
More
than
one
Substitute
Mortgage
Loan may be
substituted
for a
Defective Mortgage Loan if such Substitute Mortgage Loans meet the
foregoing attributes in the aggregate.
Substitution Adjustment Amount:
As defined in Section 2.02.
SunTrust:
As defined in the recitals hereto.
SunTrust
Mortgage
Loans:
The
Mortgage
Loans
serviced by SunTrust or any
successor
thereto as a Servicer hereunder.
Tax Matters
Person:
Any person
designated as "tax matters
person" in accordance with
Section 5.06 and the manner
provided
under Treasury
Regulation
§ 1.860F-4(d)
and Treasury
Regulation
§ 301.6231(a)(7)-1.
Total
Senior
Percentage:
With
respect
to any
Distribution
Date,
the
percentage,
carried six places rounded up, obtained by dividing the aggregate
Class
Certificate
Balance of the Class
A
Certificates
immediately
prior to such
Distribution
Date by the
aggregate
Pool
Stated
Principal
Balance of all Loan Groups immediately prior to such Distribution
Date.
Treasury
Regulations:
The final and temporary
regulations
promulgated under the Code
by the U.S. Department of the Treasury.
Trust:
The trust created by this Agreement.
Trust
Estate:
The
Mortgage
Loans,
such
assets
as
shall
from
time
to
time
be
identified as deposited in the Servicer
Custodial
Account,
the
Collection
Account or the
Certificate
Account,
in accordance with this Agreement,
REO Property,
the Primary Insurance
Policies and any other
Required Insurance Policy.
Trustee: HSBC Bank USA, National
Association,
and its
successors-in-interest
and, if
a successor trustee is appointed hereunder, such successor, as
trustee.
Uncertificated Accrued Interest:
With respect to any Uncertificated
Lower-Tier Regular
Interest for any Distribution Date, one month's interest at the
related
Uncertificated
Pass-Through Rate
for such Distribution
Date,
accrued on the
Uncertificated
Principal Balance
immediately prior to such
Distribution Date.
Uncertificated
Accrued Interest for the
Uncertificated
Lower-Tier Regular Interests
shall
accrue on the
basis of a
360-day
year
consisting
of twelve
30-day
months.
For
purposes
of
calculating
the amount of
Uncertificated
Accrued
Interest for the
Uncertificated
Lower-Tier
Regular
Interests for any Distribution
Date, any Prepayment
Interest
Shortfalls or Relief Act Reduction (to the
extent not covered by
Compensating
Interest)
shall be
allocated
among the
Uncertificated
Lower-Tier
32
Regular
Interests,
pro rata,
based on,
and to the
extent
of,
Uncertificated
Accrued
Interest,
as
calculated without application of this sentence.
Uncertificated Lower-Tier Regular Interests:
As defined in the Preliminary Statement.
Uncertificated
Lower-Tier
Regular
Interest Y
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts
by
which
the
Uncertificated
Principal
Balances
of
Uncertificated
Lower-Tier
Regular
Interests
Y-1,
Y-2,
Y-3 and Y-4 will be reduced on such
Distribution
Date by the
allocation of Realized Losses and the distribution of principal,
determined as described in Appendix 1.
Uncertificated
Lower-Tier
Regular
Interest Y-1: A regular
interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier
REMIC,
that has an initial
principal
balance equal to
the
related
Uncertificated
Principal
Balance,
that
bears
interest
at
the
related
Uncertificated
Pass-Through Rate, and that has such other terms as are described
herein.
Uncertificated
Lower-Tier Regular Interest Y-1 Principal
Distribution
Amount: For any
Distribution
Date, the excess, if any, of the
Uncertificated
Lower-Tier
Regular Interest Y-1 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to
Uncertificated
Lower-Tier
Regular Interest Y-1 on such
Distribution Date in reduction of the
Uncertificated
Principal
Balance thereof.
Uncertificated
Lower-Tier
Regular
Interest
Y-1
Principal
Reduction
Amount:
The
Uncertificated
Lower-Tier
Regular Interest Y Principal
Reduction Amount for
Uncertificated
Lower-Tier
Regular Interest Y-1 as determined pursuant to the provisions of
Appendix 1.
Uncertificated
Lower-Tier
Regular
Interest Y-2: A regular
interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier
REMIC,
that has an initial
principal
balance equal to
the
related
Uncertificated
Principal
Balance,
that
bears
interest
at
the
related
Uncertificated
Pass-Through Rate, and that has such other terms as are described
herein.
Uncertificated
Lower-Tier Regular Interest Y-2 Principal
Distribution
Amount: For any
Distribution
Date, the excess, if any, of the
Uncertificated
Lower-Tier
Regular Interest Y-2 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to
Uncertificated
Lower-Tier
Regular Interest Y-2 on such
Distribution Date in reduction of the
Uncertificated
Principal
Balance thereof.
Uncertificated
Lower-Tier
Regular
Interest
Y-2
Principal
Reduction
Amount:
The
Uncertificated
Lower-Tier
Regular Interest Y Principal
Reduction Amount for
Uncertificated
Lower-Tier
Regular Interest Y-2 as determined pursuant to the provisions of
Appendix 1.
Uncertificated
Lower-Tier
Regular
Interest Y-3: A regular
interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier
REMIC,
that has an initial
principal
balance equal to
the
related
Uncertificated
Principal
Balance,
that
bears
interest
at
the
related
Uncertificated
Pass-Through Rate, and that has such other terms as are described
herein.
33
Uncertificated
Lower-Tier Regular Interest Y-3 Principal
Distribution
Amount: For any
Distribution
Date, the excess, if any, of the
Uncertificated
Lower-Tier
Regular Interest Y-3 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to
Uncertificated
Lower-Tier
Regular Interest Y-3 on such
Distribution Date in reduction of the
Uncertificated
Principal
Balance thereof.
Uncertificated
Lower-Tier
Regular
Interest
Y-3
Principal
Reduction
Amount:
The
Uncertificated
Lower-Tier
Regular Interest Y Principal
Reduction Amount for
Uncertificated
Lower-Tier
Regular Interest Y-3 as determined pursuant to the provisions of
Appendix 1.
Uncertificated
Lower-Tier
Regular
Interest Y-4: A regular
interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier
REMIC,
that has an initial
principal
balance equal to
the
related
Uncertificated
Principal
Balance,
that
bears
interest
at
the
related
Uncertificated
Pass-Through Rate, and that has such other terms as are described
herein.
Uncertificated
Lower-Tier Regular Interest Y-4 Principal
Distribution
Amount: For any
Distribution
Date, the excess, if any, of the
Uncertificated
Lower-Tier
Regular Interest Y-4 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to
Uncertificated
Lower-Tier
Regular Interest Y-4 on such
Distribution Date in reduction of the
Uncertificated
Principal
Balance thereof.
Uncertificated
Lower-Tier
Regular
Interest
Y-4
Principal
Reduction
Amount:
The
Uncertificated
Lower-Tier
Regular Interest Y Principal
Reduction Amount for
Uncertificated
Lower-Tier
Regular Interest Y-4 as determined pursuant to the provisions of
Appendix 1.
Uncertificated
Lower-Tier
Y
Regular
Interests:
Uncertificated
Lower-Tier
Regular
Interests Y-1, Y-2, Y-3 and Y-4.
Uncertificated
Lower-Tier
Regular
Interest Z
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts
by
which
the
Uncertificated
Principal
Balances
of
Uncertificated
Lower-Tier
Regular
Interests
Z-1,
Z-2,
Z-3 and Z-4 will be reduced on such
Distribution
Date by the
allocation of Realized Losses and the
distribution
of principal,
which shall be in each case the excess
of (A) the sum of (x) the excess of the Pool
Distribution
Amount for the related
Loan Group
(i.e.
the
"related
Loan Group" for
Uncertificated
Lower-Tier
Regular
Interest Z-1 is Loan Group 1, the "related
Loan Group" for
Uncertificated
Lower-Tier
Regular
Interest Z-2 is the Loan Group 2, the "related
Loan
Group" for
Uncertificated
Lower-Tier
Regular
Interest Z-3 is Loan Group 3 and the "related Loan Group"
for
Uncertificated
Lower-Tier
Regular Interest Z-4 is Loan Group 4) over the sum of the amounts
thereof
distributable
(i) in
respect
of
interest
on such
regular
interest
and the
related
Uncertificated
Lower-Tier Y Regular Interest,
(ii) to such regular interest and the related Uncertificated
Lower-Tier Y
Regular
Interest
pursuant to clause (e)(i) of the
definition of
"Lower-Tier
Distribution
Amount" and
(iii) in the case of the Group 1 Mortgage Loans,
to the Class 1-A-R
Certificates in respect of Component
I thereof and (y) the amount of Realized
Losses
allocable to
principal
for the related Loan Group over
(B) the related Uncertificated Lower-Tier Regular Interest Y
Principal Reduction Amount.
34
Uncertificated
Lower-Tier
Regular
Interest Z-1: A regular
interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier
REMIC,
that has an initial
principal
balance equal to
the
related
Uncertificated
Principal
Balance,
that
bears
interest
at
the
related
Uncertificated
Pass-Through Rate, and that has such other terms as are described
herein.
Uncertificated
Lower-Tier Regular Interest Z-1 Principal
Distribution
Amount: For any
Distribution
Date, the excess, if any, of the
Uncertificated
Lower-Tier
Regular Interest Z-1 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to
Uncertificated
Lower-Tier Regular Interest Z-1 on such Distribution Date in
reduction of the principal balance thereof.
Uncertificated
Lower-Tier
Regular
Interest
Z-1
Principal
Reduction
Amount:
The
Uncertificated
Lower-Tier
Regular Interest Z Principal
Reduction Amount for
Uncertificated
Lower-Tier
Regular Interest Z-1 as determined pursuant to the provisions of
Appendix 1.
Uncertificated
Lower-Tier
Regular
Interest Z-2: A regular
interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier
REMIC,
that has an initial
principal
balance equal to
the
related
Uncertificated
Principal
Balance,
that
bears
interest
at
the
related
Uncertificated
Pass-Through Rate, and that has such other terms as are described
herein.
Uncertificated
Lower-Tier Regular Interest Z-2 Principal
Distribution
Amount: For any
Distribution
Date, the excess, if any, of the
Uncertificated
Lower-Tier
Regular Interest Z-2 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to
Uncertificated
Lower-Tier Regular Interest Z-2 on such Distribution Date in
reduction of the principal balance thereof.
Uncertificated
Lower-Tier
Regular
Interest
Z-2
Principal
Reduction
Amount:
The
Uncertificated
Lower-Tier
Regular Interest Z Principal
Reduction Amount for
Uncertificated
Lower-Tier
Regular Interest Z-2 as determined pursuant to the provisions of
Appendix 1.
Uncertificated
Lower-Tier
Regular
Interest Z-3: A regular
interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier
REMIC,
that has an initial
principal
balance equal to
the
related
Uncertificated
Principal
Balance,
that
bears
interest
at
the
related
Uncertificated
Pass-Through Rate, and that has such other terms as are described
herein.
Uncertificated
Lower-Tier Regular Interest Z-3 Principal
Distribution
Amount: For any
Distribution
Date, the excess, if any, of the
Uncertificated
Lower-Tier
Regular Interest Z-3 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to
Uncertificated
Lower-Tier Regular Interest Z-3 on such Distribution Date in
reduction of the principal balance thereof.
Uncertificated
Lower-Tier
Regular
Interest
Z-3
Principal
Reduction
Amount:
The
Uncertificated
Lower-Tier
Regular Interest Z Principal
Reduction Amount for
Uncertificated
Lower-Tier
Regular Interest Z-3 as determined pursuant to the provisions of
Appendix 1.
35
Uncertificated
Lower-Tier
Regular
Interest Z-4: A regular
interest in the Lower-Tier
REMIC that is held as an asset of the Upper-Tier
REMIC,
that has an initial
principal
balance equal to
the
related
Uncertificated
Principal
Balance,
that
bears
interest
at
the
related
Uncertificated
Pass-Through Rate, and that has such other terms as are described
herein.
Uncertificated
Lower-Tier Regular Interest Z-4 Principal
Distribution
Amount: For any
Distribution
Date, the excess, if any, of the
Uncertificated
Lower-Tier
Regular Interest Z-4 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to
Uncertificated
Lower-Tier Regular Interest Z-4 on such Distribution Date in
reduction of the principal balance thereof.
Uncertificated
Lower-Tier
Regular
Interest
Z-4
Principal
Reduction
Amount:
The
Uncertificated
Lower-Tier
Regular Interest Z Principal
Reduction Amount for
Uncertificated
Lower-Tier
Regular Interest Z-4 as determined pursuant to the provisions of
Appendix 1.
Uncertificated
Pass-Through
Rate:
With
respect
to any
Distribution
Date
and
(i)
Uncertificated
Lower-Tier
Regular
Interests
Y-1
and
Z-1,
the
Net
WAC
for
Loan
Group
1,
(ii)
Uncertificated
Lower-Tier
Regular
Interests
Y-2
and
Z-2,
the
Net
WAC
for
Loan
Group
2,
(iii)
Uncertificated
Lower-Tier
Regular
Interests
Y-3
and
Z-3,
the
Net WAC
for
Loan
Group 3 and
(iv)
Uncertificated Lower-Tier Regular Interests Y-4 and Z-4, the Net
WAC for Loan Group 4.
Uncertificated
Principal
Balance:
The
principal
amount
of
any
Uncertificated
Lower-Tier
Regular Interest
outstanding as of any date of determination.
The
Uncertificated
Principal
Balance of each Uncertificated Lower-Tier Regular Interest shall
never be less than zero.
Underwriting
Guidelines:
With
respect
to
the
National
City
Mortgage
Loans,
the
underwriting
guidelines
of
National
City.
With
respect
to
the
Fifth
Third
Mortgage
Loans,
the
underwriting
guidelines of Fifth Third.
With respect to the SunTrust
Mortgage Loans,
the
underwriting
guidelines of SunTrust.
With respect to the Wells Fargo Mortgage Loans,
the
underwriting
guidelines of
Wells Fargo.
Unscheduled
Principal
Payments:
The amounts
described in clauses (e), (f) and (g) of
the definition of Principal Amount.
Upper-Tier REMIC: As defined in the Preliminary Statement.
U.S. Bank:
As defined in the recitals hereto.
U.S.
Person:
A citizen or resident of the United States,
a corporation or partnership
(unless,
in the case of a partnership,
Treasury
Regulations are adopted that provide otherwise) created
or organized
in or under the laws of the United
States,
any state
thereof or the District of Columbia,
including an entity
treated as a corporation or
partnership
for federal income tax purposes,
an estate
whose income is subject to United States
federal
income tax
regardless
of its source,
or a trust if a
court within the United States is able to exercise
primary
supervision over the
administration
of such
trust, and one or more such U.S.
Persons have the authority to control all substantial
decisions of such
36
trust (or, to the extent
provided in
applicable
Treasury
Regulations,
certain
trusts in existence on
August 20, 1996 which are eligible to elect to be treated as U.S.
Persons).
Voting
Rights:
The portion of the voting
rights of all of the
Certificates
which is
allocated
to any
Certificate.
As of any date of
determination,
(a) 1% of all Voting
Rights
shall be
allocated
to the Holders of the
Residual
Certificates
and (b) the
remaining
Voting
Rights
shall be
allocated
among
Holders of the
remaining
Classes of
Certificates
in
proportion
to the
Certificate
Balances of their respective Certificates on such date.
Wells Fargo:
As defined in the recitals hereto.
Wells
Fargo
Mortgage
Loans:
The
Mortgage
Loans
serviced
by
Wells
Fargo
or any
successor thereto as a Servicer hereunder.
Section 1.02
Interest
Calculations.
All
calculations of interest will be made on
a 360-day year
consisting of twelve 30-day
months.
All dollar
amounts
calculated
hereunder
shall be
rounded to the nearest penny with one-half of one penny being
rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.
(a)
The
Depositor,
concurrently
with the execution and delivery
hereof,
hereby
sells,
transfers,
assigns, sets over and otherwise conveys to the Trustee on behalf
of the Trust for the
benefit of the
Certificateholders,
without recourse,
all the right, title and interest of the Depositor
in and to the Mortgage
Loans,
including
all interest and
principal
received on or with respect to the
Mortgage
Loans (other than
payments of principal
and interest due and payable on the Mortgage
Loans on
or
before
the
Cut-Off
Date),
all
accounts,
chattel
paper,
deposit
accounts,
documents,
general
intangibles, goods, instruments,
investment property,
letter-of-credit rights, letters of credit, money,
and oil, gas, and other minerals,
consisting of, arising from, or relating to, any of the foregoing,
and
all proceeds of the
foregoing.
The foregoing
sale,
transfer,
assignment
and set over does not and is
not intended to result in a creation of an
assumption
by the Trustee of any
obligation of the Depositor
or any other
Person in
connection
with the
Mortgage
Loans or any
agreement
or
instrument
relating
thereto,
except as specifically
set forth herein.
In connection with the conveyance by the Depositor of
the Mortgage Loans,
the Depositor
further agrees,
at its own expense,
on or prior to the Closing Date,
to indicate on its books and records
that the
Mortgage
Loans have been sold to the Trustee on behalf of
the Trust
pursuant to this
Agreement,
and to deliver to the Trustee the
Mortgage
Loan
Schedule.
The
Mortgage Loan Schedule
shall be marked as Exhibit D-1,
Exhibit D-2,
Exhibit D-3 and Exhibit D-4 to this
Agreement and is hereby incorporated into and made a part of this
Agreement.
37
(b)
In connection
with such transfer and
assignment,
the Depositor has delivered
or
caused
to be
delivered
to the
Custodian,
on
behalf
of
the
Trustee,
for
the
benefit
of the
Certificateholders,
the
following
documents
or
instruments
with
respect
to each
Mortgage
Loan so
assigned:
(i)
the original Mortgage Note,
endorsed by manual or facsimile signature
either (A) in blank or (B) in the following
form:
"Pay to the order of HSBC Bank USA,
National
Association,
as Trustee,
without recourse," with all necessary intervening endorsements
showing
a complete chain of endorsement from the originator to the Trustee
(each such
endorsement
being
sufficient
to transfer
all right,
title and
interest of the party so endorsing in and to that
Mortgage Note);
(ii)
except
as
provided
below,
the
original
recorded
Mortgage
with
evidence
of a
recording
thereon,
or if any
such
Mortgage
has not
been
returned
from the
applicable
recording
office or has been lost, or if such public
recording
office
retains the
original recorded
Mortgage,
a copy of such Mortgage
certified by the Depositor as being a true
and correct copy of the Mortgage, if such copy is available;
(iii)
subject to the provisos at the end of this paragraph,
a duly executed
Assignment
of Mortgage
from the
mortgagee or assignee of record
either (A) in blank or (B) to
"HSBC Bank USA,
National
Association,
as trustee for the holders of the Wachovia Mortgage Loan
Trust,
LLC
Mortgage
Pass-Through
Certificates,
Series
2007-A
Certificates"
(which
may be
included in a blanket
assignment
or
assignments),
together
with,
except as provided
below,
originals
of all
interim
recorded
assignments
of such
mortgage
or copies
of such
interim
assignments
certified
by the
Depositor
as being
true and
complete
copies
of the
original
recorded
intervening
assignments
of
mortgage
(each such
assignment,
when duly and
validly
completed,
to be in
recordable
form and
sufficient
to effect the
assignment
of the related
Mortgage to the assignee
thereof);
provided that, if the related Mortgage has not been returned
from the
applicable
public
recording
office,
such
Assignment
of
Mortgage
may exclude the
information
to be
provided by the
recording
office;
and
provided,
further,
if the related
Mortgage
has been
recorded
in the
name of
Mortgage
Electronic
Registration
Systems,
Inc.
("MERS") or its
designee,
no Assignment of Mortgage in favor of the Trustee will be required
to
be prepared or
delivered
and instead,
the
Servicer
servicing
such
Mortgage
shall take all
actions
as are
necessary
to cause
the
Trust or the
Trustee
to be shown as the owner of the
related
Mortgage
Loan on the records of MERS for purposes of the system of recording
transfers
of mortgages maintained by MERS;
(iv)
the
originals
of
all
assumption,
modification,
consolidation
or
extension agreements, if any, with evidence of recording thereon,
if any;
(v)
the original or duplicate
original
mortgagee title insurance
policy
and all riders thereto;
(vi)
the
original
of
any
guarantee
executed
in
connection
with
the
Mortgage Note;
38
(vii)
for each
Mortgage
Loan,
if any,
which is secured by a
residential
long-term
lease, a copy of the lease with evidence of recording
indicated
thereon,
or, if the
lease is in the process of being recorded,
a photocopy of the lease,
certified by an officer of
the respective
prior owner of such Mortgage Loan or by the applicable
title insurance
company,
closing/settlement/escrow
agent or company or closing
attorney to be a true and correct copy of
the lease transmitted for recordation;
(viii)
the
original
of
any
security
agreement,
chattel
mortgage
or
equivalent document executed in connection with the Mortgage; and
(ix)
for each Mortgage
Loan secured by Co-op Shares,
the originals of the
following documents or instruments:
(A)
The stock certificate;
(B)
The stock power executed in blank;
(C)
The executed proprietary lease;
(D)
The executed recognition agreement;
(E)
The executed assignment of recognition agreement, if any;
(F)
The
executed
UCC-1
financing
statement
with
evidence
of
recording thereon; and
(G)
Executed UCC-3 financing
statements or other
appropriate UCC
financing
statements,
evidencing a complete and unbroken line of
assignments
from the mortgagee to the Trustee with
evidence of recording
thereon (or in a
form suitable for recordation).
provided,
however,
that if the
Depositor
is unable to deliver or cause the
delivery
of any
original
Mortgage
Note due to the loss of such
original
Mortgage
Note,
the
Depositor
may deliver a Lost Note
Affidavit
together
with a copy of such
Mortgage
Note,
if a copy is
available,
and shall
thereby be
deemed to have satisfied the document delivery requirements of this
Section 2.01(b).
If in
connection
with
any
Mortgage
Loans,
the
Depositor
cannot
deliver
(A) the
Mortgage,
(B) all interim
recorded
assignments,
(C) all
assumption,
modification,
consolidation
or
extension
agreements,
if any,
or (D) the
lender's
title
policy
(together
with all riders
thereto)
satisfying the requirements of clause (ii),
(iii),
(iv) or (v) above,
respectively,
concurrently
with
the
execution
and delivery
hereof
because such
document or documents
have not been returned from the
applicable
public
recording office in the case of clause (ii), (iii) or (iv) above,
or because the title
policy has not been
delivered to either the Servicer
servicing
such
Mortgage
Loan or the Depositor by
the applicable
title insurer in the case of clause (v) above,
the Depositor
shall
promptly
deliver or
cause to be delivered to the Custodian,
in the case of clause (ii),
(iii) or (iv) above,
such Mortgage,
such interim assignment or such assumption,
modification,
consolidation or extension
agreement,
as the
case may be, with evidence of recording
indicated
thereon upon receipt thereof from the public recording
office,
but in no event shall any such delivery of any such
documents or
instruments be made later than
39
one year following the Closing Date,
unless,
in the case of clause (ii), (iii) or (iv) above,
there has
been a continuing delay at the applicable
recording office or, in the case of clause (v),
there has been
a continuing delay at the applicable
insurer and the Depositor has delivered an Officer's
Certificate to
such effect to the
Custodian.
The Depositor
shall forward or cause to be forwarded to the Custodian (1)
from time to time
additional
original
documents
evidencing an assumption or modification of a Mortgage
Loan and (2) any other
documents
required to be
delivered by the
Depositor or the related
Servicer to
the
Custodian.
In the event that the
original
Mortgage is not
delivered
and in
connection
with the
payment in full of the related
Mortgage Loan the public
recording
office requires the presentation of a
"lost
instruments
affidavit
and
indemnity"
or any
equivalent
document,
because
only a copy of the
Mortgage can be delivered with the instrument of
satisfaction
or
reconveyance,
the Servicer
servicing
such Mortgage Loan shall
prepare,
execute and deliver or cause to be prepared,
executed and
delivered,
on behalf of the Trust, such a document to the public recording
office.
As promptly as
practicable
subsequent
to such
transfer
and
assignment,
and in any
event,
within 30 days
thereafter,
each Servicer
shall (except for any Mortgage which has been recorded
in the name of MERS or its
designee)
(I) cause
each
Assignment
of
Mortgage
to be in proper form for
recording in the
appropriate
public office for real property
records within 30 days of the Closing Date
and (II) at the
Depositor's
expense,
cause to be
delivered
for
recording in the
appropriate
public
office for real property
records the
Assignments of the Mortgages in favor of the Trustee,
except that,
with respect to any
Assignment of a Mortgage as to which such
Servicer has not received the
information
required to prepare such
assignment
in
recordable
form,
such
Servicer's
obligation
to do so and to
deliver the same for such
recording
shall be as soon as
practicable
after receipt of such
information
and in any event within 30 days after the receipt
thereof and, no recording of an
Assignment of Mortgage
will be
required in a state if
recording
is not
required by the Rating
Agencies to obtain the initial
ratings for the Certificates.
In the case of Mortgage
Loans that have been
prepaid in full as of the
Closing
Date,
the
Depositor,
in lieu of
delivering
the above
documents
to the
Custodian
will cause the
Servicer
servicing
such
Mortgage
Loan to deposit in the related
Servicer
Custodial
Account the amount of such
payment in full.
It is agreed and
understood
by the Depositor and the Trustee that none of the Mortgage
Loans are (a) loans subject to 12 CFR Section 226.31,
12 CFR Section 226.32 or 12 CFR Section 226.34,
as
amended,
or (b) "high cost home," "covered"
(excluding home loans defined as "covered home loans" in the
New Jersey Home Ownership
Security Act of 2002 that were
originated
between
November 26, 2003 and July
7, 2004),
"high risk home" or "predatory"
loans under any applicable
state,
federal or local law (or a
similarly
classified
loan
using
different
terminology
under
a law
imposing
heightened
regulatory
scrutiny or additional legal liability for residential
mortgage loans having high interest rates,
points
and/or fees).
Section 2.02
Acceptance
by the
Custodian
of the Mortgage
Loans.
Subject to the
provisions of the following paragraph,
pursuant to the Custodial Agreement,
the Custodian,
on behalf of
the
Trustee,
declares
that it will
hold the
documents
referred
to in
Section
2.01
and the
other
documents
delivered to it
constituting
the Mortgage
Files,
and that it will hold such other assets as
are included in the Trust
Estate,
in trust for the
exclusive
use and benefit of all present and future
40
Certificateholders.
Upon execution of this
Agreement,
the Custodian will deliver to the Depositor,
the
Certificate
Administrator
and the Trustee an initial
certification in the form of Exhibit O hereto,
to
the effect that, except as may be specified in the list of
exceptions
attached
thereto,
it has received
the Mortgage File for each Mortgage Loan on the Mortgage Loan
Schedule.
Within 90 days after the execution and delivery of this
Agreement,
the Custodian shall
review
the
Mortgage
Files
in its
possession
and
will
deliver
to the
Depositor,
the
Certificate
Administrator
and the Trustee a final
certification
in the form of Exhibit P hereto.
If, in the course
of such review,
the Custodian finds any document
described in Section
2.01(b)(i),
(ii), (iii), (v) and
(ix)(A),
(B),
(C), (D), (F) and (G) which does not meet the
requirements
of Section 2.01 or is omitted
from such Mortgage
File, the Custodian
shall promptly so notify the related
Servicer and the Depositor.
In performing any such review,
the Custodian may
conclusively
rely on the purported
genuineness of any
such document and any signature
thereon.
It is understood
that the scope of the
Custodian's
review of
the Mortgage
Files is limited
solely to
confirming
that the
documents
listed in Section
2.01(b)(i),
(ii),
(iii), (v) and (ix)(A),
(B), (C), (D), (F) and (G) have been received and further
confirming that
any and all
documents
delivered
pursuant to Section 2.01 appear on their face to have been executed
and
relate to the Mortgage Loans
identified in the Mortgage Loan Schedule.
The Custodian
shall not have any
responsibility
for
determining
whether
any
document
is valid and
binding,
whether
the text of any
assignment
or
endorsement
is in proper or
recordable
form,
whether any document has been recorded in
accordance
with the
requirements
of any
applicable
jurisdiction,
or whether a blanket
assignment is
permitted
in any
applicable
jurisdiction.
The
Depositor
hereby
covenants
and
agrees
that it will
promptly
correct or cure such defect
within 90 days from the date it was so notified of such defect and,
if the Depositor
does not correct or cure such defect within such period,
the Depositor
will either (a)
substitute
for the
related
Mortgage
Loan a
Substitute
Mortgage
Loan,
which
substitution
shall be
accomplished
in the manner and subject to the conditions set forth below or (b)
repurchase
such Mortgage
Loan from the Trustee at the
Repurchase
Price for such
Mortgage
Loan;
provided,
however,
that in no
event shall such a substitution occur more than two years from the
Closing Date; provided,
further,
that
such
substitution
or
repurchase
shall occur within 90 days of when such defect was
discovered if such
defect
will cause the
Mortgage
Loan not to be a
"qualified
mortgage"
within
the
meaning of Section
860G(a)(3) of the Code.
With respect to each
Substitute
Mortgage
Loan,
the
Depositor
shall
deliver to the
Custodian,
on behalf of the Trustee,
for the benefit of the
Certificateholders,
the Mortgage Note, the
Mortgage,
the related
Assignment
of Mortgage
(except for any Mortgage
which has been
recorded in the
name of MERS or its
designee),
and such other
documents and
agreements
as are
otherwise
required by
Section
2.01,
with the
Mortgage
Note
endorsed
and the
Mortgage
assigned
as
required
by
Section
2.01(b)(i).
No
substitution is permitted to be made in any calendar month after
the
Determination
Date
for such month.
Monthly
Payments due with respect to any such
Substitute
Mortgage Loan in the month of
substitution
shall not be conveyed to the Trust and shall be
retained
by the
Depositor.
For the month
of substitution,
distributions to Certificateholders
will include the Monthly Payment due for such month
on any Defective Mortgage Loan for which the Depositor has
substituted a Substitute Mortgage Loan.
The related
Servicer
shall amend the Mortgage
Loan Schedule to reflect the removal of
each
Mortgage
Loan that has become a Defective
Mortgage
Loan and the
substitution
of the
Substitute
41
Mortgage
Loan or Loans and such
Servicer
shall
deliver
the
amended
Mortgage
Loan
Schedule
to the
Custodian,
the Master Servicer,
the Certificate
Administrator and the Trustee.
Upon such substitution,
each
Substitute
Mortgage Loan shall be subject to the terms of this
Agreement in all respects,
and the
Depositor
shall be deemed to have made to the Trustee with respect to such
Substitute
Mortgage Loan, as
of the date of substitution,
the
representations
and warranties made pursuant to Section 2.04. Upon any
such
repurchase or
substitution
and the deposit to the
Collection
Account of any required
Repurchase
Price or Substitution Adjustment Amount (as described in the next
paragraph),
as applicable,
and receipt
of a Request for Release,
the
Custodian
shall
release the
Mortgage
File
relating to such
Defective
Mortgage
Loan
to the
Depositor
and
shall
execute
and
deliver
at the
Depositor's
direction
such
instruments of transfer or assignment prepared by the Depositor,
in each case without recourse,
as shall
be necessary to transfer to the Depositor,
or its designee,
any Defective
Mortgage Loan
repurchased or
substituted for pursuant to this Section 2.02.
For any month in which the Depositor
substitutes one or more Substitute
Mortgage Loans
for one or more Defective
Mortgage Loans,
the amount (if any) by which the aggregate
principal
balance
of all such
Substitute
Mortgage
Loans in a Loan Group as of the date of
substitution
is less than the
aggregate
Stated
Principal
Balance
of all such
Defective
Mortgage
Loans
in such
Loan
Group
(the
"Substitution
Adjustment
Amount"
for such Loan
Group)
plus an amount
equal to the
aggregate
of any
unreimbursed
Advances
with
respect
to such
Defective
Mortgage
Loans
shall
be
deposited
into the
Collection
Account by the Depositor on or before the
Remittance
Date for the
Distribution
Date in the
month
succeeding the calendar month during which the related
Mortgage Loan is required to be repurchased
or replaced hereunder.
The Custodian
shall retain
possession
and custody of each Mortgage File in accordance
with and subject to the terms and
conditions
set forth in the Custodial
Agreement.
Each Servicer shall
promptly deliver to the Custodian,
upon the execution or, in the case of documents
requiring
recording,
receipt
thereof,
the originals of such other documents or instruments
constituting the Mortgage File as
come into each Servicer's possession from time to time.
It is understood
and agreed that the
obligation of the Depositor to substitute
for or
to repurchase
any Mortgage
Loan which does not meet the
requirements
of Section 2.01 shall
constitute
the sole remedy
respecting
such defect
available to the Trustee and any
Certificateholder
against the
Depositor.
None
of
the
Certificate
Administrator,
the
Master
Servicer,
the
Trustee
or the
Custodian
shall be under any duty or
obligation
(i) to inspect,
review or examine any such
documents,
instruments,
certificates
or
other
papers
to
determine
that
they
are
genuine,
enforceable,
or
appropriate
for the
represented
purpose
or that they are other
than what they
purport to be on their
face or (ii) to
determine
whether any Mortgage
File should
include any of the
documents
specified in
Section 2.01(b)(iv), (vi), (vii) and (viii) and (ix)(E).
42
Section 2.03
Representations,
Warranties and Covenants of the Master Servicer and
the Servicers.
(a)
National City hereby makes the following
representations and warranties to the
Depositor, the Master Servicer, the Certificate Administrator and
the Trustee, as of the Closing Date:
(i)
National City is a corporation duly organized,
validly
existing,
and in good
standing
under the laws of Ohio and has all
licenses
necessary to carry on its business as now
being
conducted
and is licensed,
qualified
and in good standing in each of the states where a
Mortgaged
Property is located if the laws of such state require
licensing or
qualification
in
order to conduct
business of the type
conducted by National
City.
National City has power and
authority
to execute and deliver
this
Agreement
and to perform in
accordance
herewith;
the
execution,
delivery and performance of this Agreement
(including all instruments of transfer to
be
delivered
pursuant
to
this
Agreement)
by
National
City
and
the
consummation
of the
transactions
contemplated
hereby
have
been
duly
and
validly
authorized.
This
Agreement,
assuming due
authorization,
execution and delivery by the other parties
hereto,
evidences the
valid,
binding and
enforceable
obligation of National City,
except as
enforceability
may be
limited by (A) bankruptcy, insolvency, liquidation,
receivership,
moratorium, reorganization or
other
similar
laws
affecting
the
enforcement
of the
rights of
creditors
and (B)
general
principles
of equity,
whether
enforcement
is sought in a proceeding
